GRANITE CONSTRUCTION INC 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2023, the end of the period covered by this report. Management ’ s Report on Internal Control Over Financial Reporting Our management, including our principal executive and principal financial officers, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d -15(f). Internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Our management, under the supervision and with the participation of our principal executive and principal financial officers, has conducted an evaluation of the effectiveness of our internal control over financial reporting, using the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023. The scope of our assessment of the effectiveness of our internal control over financial reporting did not include LRC/MSG as we acquired them on November 30, 2023. The tangible assets acquired from LRC/MSG were 5% of consolidated assets as of December 31, 2023 and revenues were less than 1% of consolidated revenue during the year ended December 31, 2023. We excluded LRC/MSG from the scope of our assessment in accordance with the Securities and Exchange Commission’s guidance that allows a recently acquired business to be omitted from the scope of the assessment for one year from the date of its acquisition. 44 Table of Contents PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023. Their report is included in Part IV, Item 15(a) of this Form 10-K under the heading “Report of Independent Registered Public Accounting Firm.” Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION Trading Arrangements During the three months ended December 31, 2023, none of our directors or officers, as defined in Rule 16a-1(f) of the Exchange Act, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 45 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required in response to this Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 11. EXECUTIVE COMPENSATION The information required in response to this Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required in response to this Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required in response to this Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required in response to this Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 46 Table of Contents PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1. Financial Statements. The following consolidated financial statements and related documents are filed as part of this report: Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 1 to F- 3 Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Comprehensive Income F- 6 Consolidated Statements of Shareholders’ Equity F- 7 Consolidated Statements of Cash Flows F- 9 Notes to the Consolidated Financial Statements F- 11 to F- 4 2 2. Financial Statement Schedules. Schedules are omitted because they are not required or applicable, or the required information is included in the Financial Statements or related notes. 3. Exhibits . The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this report. 47 Table of Contents (b) INDEX TO 10-K EXHIBITS Exhibit No. Exhibit Description 2.1 * Purchase Agreement, dated February 2, 2022, by and among Layne Heavy Civil, Inc., Granite Construction International, Granite Construction Incorporated, Inland Pipe Rehabilitation LLC and 1000097155 Ontario Inc. [Exhibit 2.1 to the Company’s Form 8-K filed on February 3, 2022] 2.2 * Equity Purchase Agreement by and among Granite Construction Incorporated, Roberts Family Companies, Inc., Lehman-Roberts Company , Memphis Stone & Gravel Company , Patrick Nelson, as sellers’ representative, and the entities and individuals party thereto [Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023] 3.1 * Certificate of Incorporation of Granite Construction Incorporated, as amended [Exhibit 3.1.b to the Company’s Form 10-Q for the quarter ended June 30, 2006] 3.2 * Certificate of Amendment to the Certificate of Incorporation of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023] 3.3 * Amended and R estated Bylaws of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Form 8-K filed on April 7, 2023 ] 4.1 * Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 2.75% Convertible Senior Notes due 2024, dated November 1, 2019, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on November 1, 2019] 4.2 * Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 3.75% Convertible Senior Notes due 2028, dated May 11, 2023, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on May 11, 2023] 4.3 * Description of Common Stock [Exhibit 4.2 to the Company’s Form 10-K for the year ended December 31, 2019] 10.1 †** Key Management Deferred Compensation Plan II, as amended 10.2 * ** Form of Amended and Restated Director and Officer Indemnification Agreement [Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002] 10.3 * ** Granite Construction Incorporated Annual Incentive Plan adopted by the Board of Directors on March 30, 2022 [Exhibit 10.1 to the Company’s Form 8-K filed on April 1, 2022] 10.4 * ** Form of Annual Incentive Plan Participation Agreement [Exhibit 10.2 to the Company’s Form 8-K filed on April 1, 2022] 10.5 * ** Granite Construction Incorporated 2012 Equity Incentive Plan [Exhibit 10.1 to the Company’s Form 8-K filed on May 25, 2012] 10.6 * Fourth Amended and Restated Credit Agreement, dated June 2, 2022, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the lenders and other parties thereto [Exhibit 10.1 to the Company’s Form 8-K filed on June 6, 2022] 10.7 * Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated May 8, 2023, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto [Exhibit 10.1 to the Company’s Form 8-K filed on May 9, 2023] 10.8 * Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated November 30, 2023, by and among the Company, Granite Construction Company and GILC Incorporated, as borrowers, Layne Christensen Company, as a guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent [Exhibit 10.1 to the Company’s Form 8-K filed on December 5, 2023] 10.9 * Fourth Amended and Restated Guaranty Agreement, dated June 2, 2022, by and among Granite Construction Incorporated, the guarantors party thereto and Bank of America, N.A., as Administrative Agent [Exhibit 10.2 to the Company’s Form 8-K filed on June 6, 2022] 10.10 * Form of Bond Hedge Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2019] 10.11 * Form of Warrant Confirmation [Exhibit 10.2 to the Company’s Form 8-K filed on November 1, 2019] 10.12 * Form of Capped Call Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on May 11, 2023] 10.13 †** Executive Retention and Severance Plan III and Participation Agreement , as amended 48 Table of Contents Exhibit No. Exhibit Description 10.14 * ** Long Term Incentive Plan, effective January 1, 2020 [Exhibit 10.2 to the Company's Form 8-K filed on March 30, 2020] 10.15 * ** LTIP Award Agreement (2020 Long Term Incentive Plan) [Exhibit 10.3 to the Company's Form 8-K filed on March 30, 2020] 10.16 * ** Granite Construction Incorporated 2021 Equity Incentive Plan [Exhibit 10.2 to the Company’s Form 8-K filed on June 4, 2021] 10.17 * ** Form of Non-Employee Director Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.3 to the Company’s Form 8-K filed on June 4, 2021] 10.18 * ** Form of Employee Service Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.4 to the Company’s Form 8-K filed on June 4, 2021] 10.19 * ** Form of Employee TSR Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.5 to the Company’s Form 8-K filed on June 4, 2021] 10.20 * ** Form of Executive Officer Acknowledgement & Agreement Pertaining to the Granite Construction Incorporated Clawback Policy [Exhibit 10.2 to the Company’s Form 8-K filed on October 13, 2023] 10.21 * Notice of Pendency and Proposed Settlement of Actions [Exhibit 99.1 to the Company's Form 8-K filed on June 9, 2022] 19 † I nsider Trading Policy 21 † List of Subsidiaries of Granite Construction Incorporated 23.1 † Consent of PricewaterhouseCoopers LLP 31.1 † Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 † Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 †† Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95 † Mine Safety Disclosure 97 * ** Clawback Policy [Exhibit 10.1 to the Company’s Form 8-K filed on October 13, 2023] 101.INS † Inline XBRL Instance Document 101.SCH † Inline XBRL Taxonomy Extension Schema 101.CAL † Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF † Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB † Inline XBRL Taxonomy Extension Label Linkbase 101.PRE † Inline XBRL Taxonomy Extension Presentation Linkbase 104 † The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included within the Exhibit 101 attachments). * Incorporated by reference ** Compensatory plan or management contract † Filed herewith †† Furnished herewith 49 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GRANITE CONSTRUCTION INCORPORATED By: /s/ Elizabeth L. Curtis Elizabeth L. Curtis Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 22, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on the dates indicated. /s/ Michael F. McNally February 22, 2024 Michael F. McNally, Chairman of the Board and Director /s/ Kyle T. Larkin February 22, 2024 Kyle T. Larkin, President, Chief Executive Officer and Director (Principal Executive Officer) /s/ Elizabeth L. Curtis February 22, 2024 Elizabeth L. Curtis, Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Staci M. Woolsey February 22, 2024 Staci M. Woolsey, Chief Accounting Officer (Principal Accounting Officer) /s/ Louis E. Caldera February 22, 2024 Louis E. Caldera, Director /s/ Molly C. Campbell February 22, 2024 Molly C. Campbell, Director /s/ David C. Darnell February 22, 2024 David C. Darnell, Director /s/ Patricia D. Galloway February 22, 2024 Patricia D. Galloway, Director /s/ Alan P. Krusi February 22, 2024 Alan P. Krusi, Director /s/ Celeste B. Mastin February 22, 2024 Celeste B. Mastin, Director /s/ Laura M. Mullen February 22, 2024 Laura M. Mullen, Director 50 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Granite Construction Incorporated Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Granite Construction Incorporated and its subsidiaries (the “Company”) as of December 31, 2023, and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’s report referred to above.. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. F-1 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Lehman-Roberts Company (“LRC”) and Memphis Stone and Gravel Company (“MSG”) from its assessment of internal control over financial reporting as of December 31, 2023, because it was acquired by the Company in a purchase business combination during 2023. We have also excluded LRC and MSG from our audit of internal control over financial reporting. LRC and MSG are wholly-owned subsidiaries whose total tangible assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition - Estimates of the Forecasted Revenue and Costs to Complete for Multi-Year Fixed Price Contracts in the Construction Segment As described in Notes 1, 3, and 4 to the consolidated financial statements, the revenue for the construction segment for the year ended December 31, 2023 was $2,992.3 million, a portion of which related to multi-year fixed price contracts. Revenue in the Construction segment is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., cost to cost) method. Under the cost to cost method, costs incurred to-date are generally the best depiction of transfer of control. The accuracy of the Company’s revenue and profit recognition in a given period depends on the accuracy of management’s estimates of the forecasted revenue and cost to complete each project. Cost estimates for all significant projects use a detailed bottom up approach in which there are a number of factors that can contribute to revisions in estimates of contract cost and profitability. Provisions for losses are recognized at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. The estimates of transaction price and costs to complete can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved. When the Company experiences significant revisions in estimates, management undergoes a process that includes reviewing the nature of the changes to ensure that no material amounts should have been recorded in a prior period rather than as a revision in estimate for the current period. Management generally uses the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation. Under this method, revisions in estimates are accounted for in their entirety in the period of change. The principal considerations for our determination that performing procedures relating to estimates of the forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment is a critical audit matter are (i) the significant judgment by management when determining the estimates of forecasted revenue and costs to complete, F-2 Table of Contents and revisions in those estimates and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s estimates of forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment, and revisions in those estimates. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over management’s estimates of forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment, and revisions in those estimates. These procedures also included, among others, for a sample of multi-year fixed price contracts, testing management’s process for determining the estimates of forecasted revenue and costs to complete, which included (i) assessing management’s ability to reasonably estimate the forecasted revenue and costs to complete by evaluating management’s methodology and assessing the consistency of management’s approach over the life of the contract and (ii) evaluating the timely identification of circumstances that may warrant a modification to estimated forecasted revenue and costs to complete. Acquisition of LRC/MSG – Valuation of the Customer Relationships Intangible Asset As described in Note 2 to the consolidated financial statements, on November 30, 2023, the Company completed the acquisition of LRC/MSG for $278.0 million, subject to customary closing adjustments, plus an estimated amount related to tax make-whole agreements with the seller. Of the acquired intangible assets, $83.9 million of customer relationships were recorded. The fair value of customer relationships was estimated as of the acquisition date utilizing the multi-period excess earnings method. This method discounts to present value the projected cash flows attributable to the customer relationships. The significant estimates and assumptions used in determining the fair value included discount rates, revenue growth rates, projected EBITDA margins and customer revenue attrition rates. The principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset acquired in the acquisition of LRC/MSG is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate, revenue growth rates, projected EBITDA margins, and customer revenue attrition rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the customer relationships intangible asset acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships intangible asset acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to the discount rate, revenue growth rates, projected EBITDA margins, and customer revenue attrition rate. Evaluating the reasonableness of management’s assumptions related to revenue growth rates and projected EBITDA margins involved considering (i) the current and past performance of the acquired business; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the discount rate and customer revenue attrition rate assumptions. /s/ PricewaterhouseCoopers LLP Houston, Texas February 22, 2024 We have served as the Company’s auditor since 1982. F-3 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share and per share data) December 31, 2023 2022 ASSETS Current assets Cash and cash equivalents ($ 120,224 and $ 102,547 related to consolidated construction joint ventures (“CCJVs”)) $ 417,663 $ 293,991 Short-term marketable securities 35,863 39,374 Receivables, net ($ 62,040 and $ 39,281 related to CCJVs) 598,705 463,987 Contract assets ($ 68,520 and $ 80,306 related to CCJVs) 262,987 241,916 Inventories 103,898 86,809 Equity in unconsolidated construction joint ventures 171,233 183,808 Other current assets ($ 5,590 and $ 5,694 related to CCJVs) 53,102 37,411 Total current assets 1,643,451 1,347,296 Property and equipment, net ($ 7,557 and $ 7,834 related to CCJVs) 662,864 509,210 Long-term marketable securities — 26,569 Investments in affiliates 92,910 80,725 Goodwill 155,004 73,703 Intangible assets 117,322 9,212 Right of use assets 78,176 49,079 Deferred income taxes, net 8,179 22,208 Other noncurrent assets 55,634 49,931 Total assets $ 2,813,540 $ 2,167,933 LIABILITIES AND EQUITY Current liabilities Current maturities of long-term debt $ 39,932 $ 1,447 Accounts payable ($ 62,755 and $ 57,534 related to CCJVs) 408,363 334,392 Contract liabilities ($ 50,929 and $ 62,675 related to CCJVs) 243,848 173,286 Accrued expenses and other current liabilities ($ 5,426 and $ 8,451 related to CCJVs) 337,740 288,469 Total current liabilities 1,029,883 797,594 Long-term debt 614,781 286,934 Long-term lease liabilities 63,548 32,170 Deferred income taxes, net 3,708 1,891 Other long-term liabilities 74,654 64,199 Commitments and contingencies (see Note 20) Equity Preferred stock, $ 0.01 par value, authorized 3,000,000 shares, none outstanding — — Common stock, $ 0.01 par value, authorized 150,000,000 shares; issued and outstanding: 43,944,118 shares as of December 31, 2023 and 43,743,907 shares as of December 31, 2022 439 437 Additional paid-in capital 474,134 470,407 Accumulated other comprehensive income 881 788 Retained earnings 501,844 481,384 Total Granite Construction Incorporated shareholders’ equity 977,298 953,016 Non-controlling interests 49,668 32,129 Total equity 1,026,966 985,145 Total liabilities and equity $ 2,813,540 $ 2,167,933 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except share and per share data) Years Ended December 31, 2023 2022 2021 Revenue Construction $ 2,992,254 $ 2,803,935 $ 3,076,190 Materials 516,884 497,321 425,675 Total revenue 3,509,138 3,301,256 3,501,865 Cost of revenue Construction 2,667,199 2,500,054 2,772,962 Materials 445,540 431,708 366,258 Total cost of revenue 3,112,739 2,931,762 3,139,220 Gross profit 396,399 369,494 362,645 Selling, general and administrative expenses 294,466 272,610 303,015 Other costs, net (see Note 1) 50,217 24,120 101,351 Gain on sales of property and equipment, net ( 28,346 ) ( 12,617 ) ( 66,439 ) Operating income 80,062 85,381 24,718 Other (income) expense Loss on debt extinguishment 51,052 — — Interest income ( 17,538 ) ( 6,528 ) ( 1,176 ) Interest expense 18,462 12,624 20,739 Equity in income of affiliates, net ( 25,748 ) ( 13,571 ) ( 12,586 ) Other (income) expense, net ( 6,020 ) 1,039 ( 4,386 ) Total other (income) expense, net 20,208 ( 6,436 ) 2,591 Income before income taxes 59,854 91,817 22,127 Provision for income taxes 30,267 12,960 19,713 Net income 29,587 78,857 2,414 Amount attributable to non-controlling interests 14,012 4,445 7,682 Net income attributable to Granite Construction Incorporated $ 43,599 $ 83,302 $ 10,096 Net income per share attributable to common shareholders (see Note 18): Basic earnings per share $ 0.99 $ 1.87 $ 0.22 Diluted earnings per share $ 0.97 $ 1.70 $ 0.21 Weighted average shares outstanding: Basic 43,879 44,485 45,788 Diluted 52,565 52,326 47,599 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Years Ended December 31, 2023 2022 2021 Net income $ 29,587 $ 78,857 $ 2,414 Other comprehensive income, net of tax Net unrealized gain (loss) on cash flow hedges, net of tax $ ( 184 ) $ 275 $ ( 108 ) Less: reclassification for net gains included in interest expense, net of tax — 3,042 2,131 Net change $ ( 184 ) $ 3,317 $ 2,023 Foreign currency translation adjustments, net 277 830 ( 347 ) Other comprehensive income, net of tax $ 93 $ 4,147 $ 1,676 Comprehensive income, net of tax $ 29,680 $ 83,004 $ 4,090 Non-controlling interests in comprehensive income, net of tax 14,012 4,445 7,682 Comprehensive income attributable to Granite Construction Incorporated, net of tax $ 43,692 $ 87,449 $ 11,772 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except share data) Outstanding Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Granite Shareholders’ Equity Non-Controlling Interests Total Equity Balances at December 31, 2020 45,668,541 $ 457 $ 555,407 $ ( 5,035 ) $ 424,835 $ 975,664 $ 15,946 $ 991,610 Net income — — — — 10,096 10,096 ( 7,682 ) 2,414 Other comprehensive income — — — 1,676 — 1,676 — 1,676 RSUs vested 235,234 2 ( 2 ) — — — — — Repurchases of common stock (1) ( 68,580 ) ( 1 ) ( 2,729 ) — — ( 2,730 ) — ( 2,730 ) Dividends on common stock ($ 0.52 per share) — — — — ( 23,826 ) ( 23,826 ) — ( 23,826 ) Transactions with non-controlling interests, net — — — — — — 19,617 19,617 Stock-based compensation expense and other 5,065 — 7,076 — ( 274 ) 6,802 — 6,802 Balances at December 31, 2021 45,840,260 $ 458 $ 559,752 $ ( 3,359 ) $ 410,831 $ 967,682 $ 27,881 $ 995,563 Cumulative effect of newly adopted accounting standard (see Note 1) — — ( 26,961 ) — 10,543 ( 16,418 ) — ( 16,418 ) Balances at January 1, 2022 45,840,260 $ 458 $ 532,791 $ ( 3,359 ) $ 421,374 $ 951,264 $ 27,881 $ 979,145 Net income — — — — 83,302 83,302 ( 4,445 ) 78,857 Other comprehensive income — — — 4,147 — 4,147 — 4,147 Repurchases of common stock (1) ( 2,376,020 ) ( 24 ) ( 70,877 ) — — ( 70,901 ) — ( 70,901 ) RSUs vested 262,748 3 ( 3 ) — — — — — Dividends on common stock ($ 0.52 per share) — — — — ( 23,292 ) ( 23,292 ) — ( 23,292 ) Transactions with non-controlling interests, net — — — — — — 8,693 8,693 Stock-based compensation expense and other 16,919 — 8,496 — — 8,496 — 8,496 Balances at December 31, 2022 43,743,907 $ 437 $ 470,407 $ 788 $ 481,384 $ 953,016 $ 32,129 $ 985,145 (1) During the years ended December 31, 2022 and 2021, there were 75,303 shares and 68,580 shares, respectively, withheld related to employee taxes for RSUs vested under our equity incentive plans. During the year ended December 31, 2022, we also repurchased 2,298,353 shares under the Board approved share repurchase program. F-7 Table of Contents Outstanding Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Granite Shareholders’ Equity Non-Controlling Interests Total Equity Balances at December 31, 2022 43,743,907 $ 437 $ 470,407 $ 788 $ 481,384 $ 953,016 $ 32,129 $ 985,145 Net income — — — — 43,599 43,599 ( 14,012 ) 29,587 Other comprehensive income — — — 93 — 93 — 93 Repurchases of common stock (1) ( 102,413 ) ( 1 ) ( 4,124 ) — — ( 4,125 ) — ( 4,125 ) RSUs vested 288,876 3 ( 3 ) — — — — — Dividends on common stock ($ 0.52 per share) — — 301 — ( 23,139 ) ( 22,838 ) — ( 22,838 ) Capped call transactions — — ( 39,641 ) — — ( 39,641 ) — ( 39,641 ) Redemption of warrants — — ( 13,201 ) — — ( 13,201 ) — ( 13,201 ) Common stock issued in debt extinguishment 1,390,500 14 49,321 — — 49,335 — 49,335 Exercise of bond hedge ( 1,390,516 ) ( 14 ) 14 — — — — — Transactions with non-controlling interests, net — — — — — — 31,551 31,551 Stock-based compensation expense and other 13,764 — 11,060 — — 11,060 — 11,060 Balances at December 31, 2023 43,944,118 $ 439 $ 474,134 $ 881 $ 501,844 $ 977,298 $ 49,668 $ 1,026,966 (1) Amounts represent shares withheld for employee taxes for RSUs vested under our equity incentive plans. During the year ended December 31, 2023, we did not repurchase any shares under the Board-approved share repurchase program. The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS ( in thousands ) Years Ended December 31, 2023 2022 2021 Operating activities Net income $ 29,587 $ 78,857 $ 2,414 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 92,270 82,569 109,050 Amortization related to long-term debt 2,390 2,366 9,448 Non-cash loss on debt extinguishment 51,052 — — Gain on sales of property and equipment, net ( 28,346 ) ( 12,617 ) ( 66,439 ) Deferred income taxes 26,556 5,447 16,600 Stock-based compensation 10,477 7,765 6,407 Equity in net loss from unconsolidated construction joint ventures 18,617 19,676 765 Net income from affiliates ( 25,748 ) ( 13,571 ) ( 12,586 ) Other non-cash adjustments 5,695 222 — Changes in assets and liabilities: Receivables ( 128,099 ) 59,623 ( 11,317 ) Contract assets, net 49,691 ( 113,410 ) 12,046 Inventories ( 1,430 ) ( 14,307 ) 774 Contributions to unconsolidated construction joint ventures ( 21,323 ) ( 53,787 ) ( 61,780 ) Distributions from unconsolidated construction joint ventures and affiliates 29,337 19,223 22,004 Deposit for legal settlement — 129,000 ( 129,000 ) Other assets, net ( 17,718 ) 16,868 ( 11,969 ) Accounts payable 66,828 ( 9,778 ) 7,396 Accrual for legal settlement — ( 129,000 ) 129,000 Accrued expenses and other liabilities, net 23,871 ( 19,499 ) ( 882 ) Net cash provided by operating activities $ 183,707 $ 55,647 $ 21,931 Investing activities Purchases of marketable securities ( 9,740 ) ( 94,104 ) ( 10,000 ) Maturities of marketable securities 40,000 45,000 — Proceeds from called marketable securities — 6 — Purchases of property and equipment ( 140,384 ) ( 121,612 ) ( 94,810 ) Proceeds from sales of property and equipment 38,109 26,064 94,802 Proceeds from company-owned life insurance 1,545 — — Proceeds from the sale of business (see Note 1) — 140,576 — Acquisition of businesses, net of cash acquired (see Note 2) ( 294,018 ) — — Issuance of notes receivable — ( 7,560 ) ( 20,400 ) Collection of notes receivable 5,198 630 8,930 Net cash used in investing activities $ ( 359,290 ) $ ( 11,000 ) $ ( 21,478 ) Financing activities Proceeds from debt 305,000 50,000 — Debt principal repayments ( 305,118 ) ( 125,164 ) ( 8,922 ) Capped call transactions ( 53,035 ) — — Redemption of warrants ( 13,201 ) — — Proceeds from issuance of 3.75 % Convertible Notes 373,750 — — Debt issuance costs ( 10,865 ) — — Cash dividends paid ( 22,811 ) ( 23,271 ) ( 23,804 ) Repurchases of common stock (see Note 17) ( 4,124 ) ( 70,898 ) ( 2,730 ) Contributions from non-controlling partners 43,300 13,150 20,126 Distributions to non-controlling partners ( 14,224 ) ( 8,567 ) ( 9,514 ) Other financing activities, net 583 439 398 Net cash provided by (used in) financing activities $ 299,255 $ ( 164,311 ) $ ( 24,446 ) Net increase (decrease) in cash, cash equivalents and restricted cash 123,672 ( 119,664 ) ( 23,993 ) F-9 Table of Contents Cash, cash equivalents and $ 0 , $ 1,512 and $ 1,512 in restricted cash at beginning of period 293,991 413,655 437,648 Cash, cash equivalents and $ 0 , $ 0 and $ 1,512 in restricted cash at end of period $ 417,663 $ 293,991 $ 413,655 Supplementary Information Right of use assets obtained in exchange for lease obligations $ 39,361 $ 17,547 $ 23,379 Cash paid during the period for: Operating lease liabilities $ 21,458 $ 22,611 $ 23,203 Interest $ 15,640 $ 11,511 $ 14,593 Income taxes $ 15,381 $ 3,768 $ 2,066 Other non-cash operating activities: Performance guarantees $ ( 6,854 ) $ ( 17,409 ) $ ( 167 ) Deferred taxes related to capped call transactions $ 13,394 $ — $ — Non-cash investing and financing activities: RSUs issued, net of forfeitures $ 11,649 $ 8,694 $ 8,299 Dividends declared but not paid $ 5,713 $ 5,687 $ 5,959 Contributions from non-controlling partners $ 2,475 $ 4,110 $ 9,006 Accrued equipment purchases $ 152 $ 5,745 $ ( 4,714 ) The accompanying notes are an integral part of these consolidated financial statements. F-10 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Description of Business : Granite Construction Incorporated is one of the largest diversified construction and construction materials companies in the United States, engaged in infrastructure projects including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, dams, power-related facilities, utilities, tunnels, water well drilling and other infrastructure-related projects, site preparation, mining services and infrastructure services for commercial and industrial sites, railways, residential development, energy development, as well as construction management professional services. Our operations have primary offices located in Alaska, Arizona, California, Canada, Colorado, Florida, Guam, Illinois, Nevada, Tennessee, Texas, Utah and Washington. Unless otherwise indicated, the terms “we,” “us,” “our,” “Company” and “Granite” refer to Granite Construction Incorporated and its wholly-owned and consolidated subsidiaries. In addition to reportable segments, we also review our business by operating groups. In alphabetical order, our operating groups are as follows: • California, which is comprised of vertically integrated businesses in home markets across the state; • Central, which includes the vertically integrated Arizona region and regional civil construction businesses in Illinois, Florida and Texas. The Central group also includes the Federal division which performs civil construction across the continental United States and Guam, and the Tunnel division; and • Mountain, which is comprised of vertically integrated regional businesses in Alaska, Washington, Oregon, Utah and Nevada. The Mountain Group also includes national businesses in the Industrial & Energy division, which primarily focuses on commercial solar construction projects, Water Resources, which performs water well drilling and rehabilitation services and Mineral Services, which performs mineral exploration services for mining clients. During the first quarter of 2022, we completed the sale of our trenchless and pipe rehabilitation services business (“Inliner”) to Inland Pipe Rehabilitation LLC (“IPR”) and 1000097155 Ontario Inc. (“Ontario” and together with IPR, the “Purchasers”), investment affiliates of J.F. Lehman & Company, for a purchase price of $ 159.7 million, subject to certain adjustments. As a result of the sale and post-closing adjustments, we received cash proceeds of $ 140.6 million and recognized a gain of $ 1.8 million. This gain is included in Other costs, net in the consolidated statements of operations for the year ended December 31, 2022. On April 24, 2023, we completed the purchase of Coast Mountain Resources (2020) Ltd. (“CMR”). CMR is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. This acquisition did not have a material impact on our results of operations. See Note 2 for more information. On November 30, 2023, we completed the acquisition of Lehman-Roberts Company and Memphis Stone & Gravel Company (collectively, "LRC/MSG"). The acquired businesses are longstanding asphalt paving and asphalt and aggregates producers and suppliers. See Note 2 for more information. Principles of Consolidation : The consolidated financial statements include the accounts of Granite Construction Incorporated and its wholly-owned and consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated. Additionally, we participate in various construction joint ventures of which we are a limited member (“joint ventures”). Generally, each construction joint venture is formed to accomplish a specific project and is jointly controlled by the joint venture partners. The joint venture agreements typically provide that our interests in any profits and assets and our respective share in any losses and liabilities that may result from the performance of the contracts are limited to our stated percentage interest in the project. However, due to the joint and several nature of the performance obligations under the related owner contracts, if any of the partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). Under our joint venture contractual arrangements, we provide capital to these joint ventures in return for an ownership interest. In addition, partners dedicate resources to the joint ventures necessary to complete the contracts and are reimbursed for their cost. The operational risks of each construction joint venture are passed along to the joint venture members. As we absorb our share of these risks, our investment in each venture is exposed to potential gains and losses. We consolidate joint ventures if we determine that through our participation we have a variable interest and are the primary beneficiary as defined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidation , and related standards. The factors we use to determine the primary beneficiary of a variable interest entity (“VIE”) may include the decision authority of each partner, which partner manages the day-to-day operations of the project and the amount of our equity investment in relation to that of our partners. Although not applicable for any of the years presented, if we determine that the power to direct the significant activities is shared equally by two or more joint venture parties, then there is no primary beneficiary and no party consolidates the VIE. F-11 Table o f C o n t e n t s If we have determined we are not the primary beneficiary of a joint venture but do exercise significant influence, we account for our share of the operations of the unconsolidated construction joint ventures on a pro rata basis in revenue and cost of revenue in the consolidated statements of operations. We record the corresponding investment balance in equity in construction joint ventures in the consolidated balance sheets except when a project is in a loss position, the investment balance is recorded as a deficit in unconsolidated construction joint ventures and is included in accrued expenses and other current liabilities in the consolidated balance sheets. Our investment in unconsolidated construction joint ventures could extend beyond one year and is within the normal operating cycle of the associated construction projects. We account for non-construction unconsolidated joint ventures under the equity method of accounting in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures, and include our share of the operations in equity in income of affiliates in the consolidated statements of operations and in investment in affiliates in the consolidated balance sheets. We also participate in “line-item” joint venture agreements under which each partner is responsible for performing certain discrete items of the total scope of contracted work. The revenue for each line-item joint venture partners’ discrete items of work is defined in the contract with the project owner and each joint venture partner bears the profitability risk associated only with its own work. There is not a single set of books and records for a line-item joint venture. Each partner accounts for its items of work individually as it would for any self-performed contract. We account for our portion of these contracts as revenue and cost of revenue in the consolidated statements of operations and in relevant balances in the consolidated balance sheets. Use of Estimates in the Preparation of Financial Statements : The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our estimates and related judgments and assumptions are continually evaluated based on available information and experiences; however, actual amounts could differ from those estimates. Revenue Recognition: Our revenue is primarily derived from construction contracts that can span several quarters or years in our Construction segment and from sales of construction related materials in our Materials segment. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related Accounting Standards Updates (“ASU”s) (“Topic 606”). Topic 606 provides for a five-step model for recognizing revenue from contracts with customers as follows: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue Generally, our contracts contain one performance obligation. Contracts with customers in our Materials segment are typically defined by our customary business practices and are valued at the contractual selling price per unit. Our customary business practices are for the delivery of a separately identifiable good at a point in time which is typically when delivery to the customer occurs. Contracts in our Construction segment may contain multiple distinct promises or multiple contracts within a master agreement (e.g., contracts that cross multiple locations/geographies and task orders), which we review at contract inception to determine if they represent multiple performance obligations or multiple separate contracts. This review consists of determining if promises or groups of promises are distinct within the context of the contract, including whether contracts are physically contiguous, contain task orders, purchase or sales orders, termination clauses and/or elements not related to design and/or build. The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring goods and services to the customer. The contractual consideration from customers of our Construction segment may include both fixed amounts and variable amounts (e.g., bonuses/incentives or penalties/liquidated damages) to the extent that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved (i.e., probable and estimable). When a contract has a single performance obligation, the entire transaction price is attributed to that performance obligation. When a contract has more than one performance obligation, the transaction price is allocated to each performance obligation based on estimated relative standalone selling prices of the goods or services at the inception of the contract, which typically is determined using cost plus an appropriate margin. Subsequent to the inception of a contract in our Construction segment, the transaction price could change for various reasons, including executed or unapproved change orders, and unresolved contract modifications and/or affirmative claims. Changes that are accounted for as an adjustment to existing performance obligations are allocated on the same basis at F-12 Table o f C o n t e n t s contract inception. Otherwise, changes are accounted for as separate performance obligation(s) and the separate transaction price is allocated as discussed above. Changes are made to the transaction price from unapproved change orders to the extent the amount can be reasonably estimated and recovery is probable. On certain projects we have submitted and have pending unresolved contract modifications and/or affirmative claims (“affirmative claims”) to recover additional costs and the associated profit, if applicable, to which we believe we are entitled under the terms of contracts with customers, subcontractors, vendors or others. The owners or their authorized representatives and/or other third parties may be in partial or full agreement with the modifications or affirmative claims, or may have rejected or disagree entirely or partially as to such entitlement. Changes are made to the transaction price from affirmative claims with customers to the extent that additional revenue on a claim settlement with a customer is probable and estimable. A reduction to costs related to affirmative claims with non-customers with whom we have a contractual arrangement (“back charges”) is recognized when the estimated recovery is probable and estimable. Recognizing affirmative claims and back charge recoveries requires significant judgments of certain factors including, but not limited to, dispute resolution developments and outcomes, anticipated negotiation results, and the cost of resolving such matters. Generally, performance obligations related to contracts in our Construction segment are satisfied over time because our performance typically creates or enhances an asset that the customer controls as the asset is created or enhanced. We recognize revenue as performance obligations are satisfied and control of the promised good and/or service is transferred to the customer. Revenue in our Construction segment is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. Under the cost to cost method, costs incurred to-date are generally the best depiction of transfer of control. All contract costs, including those associated with affirmative claims, change orders and back charges, are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors, direct overhead costs and equipment expense (primarily depreciation, fuel, maintenance and repairs). The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the forecasted revenue and cost to complete each project. Cost estimates for all of our significant projects use a detailed “bottom up” approach. There are a number of factors that can contribute to revisions in estimates of contract cost and profitability. The most significant of these include: • changes in costs of labor and/or materials; • subcontractor costs, availability and/or performance issues; • extended overhead and other costs due to owner, weather and other delays; • changes in productivity expectations; • changes from original design on design-build projects; • our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; • a change in the availability and proximity of equipment and materials; • complexity in original design; • length of time to complete the project; • the availability and skill level of workers in the geographic location of the project; • site conditions that differ from those assumed in the original bid; • costs associated with scope changes; and • the customer’s ability to properly administer the contract. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit and gross profit margin from period to period. Significant changes in revenue and cost estimates, particularly in our larger, more complex, multi-year projects have had, and can in future periods have, a significant effect on our profitability. All state and federal government contracts and many of our other contracts provide for termination of the contract at the convenience of the party contracting with us, with provisions to pay us for work performed through the date of termination including demobilization cost. Costs to obtain our contracts (“pre-bid costs”) that are not expected to be recovered from the customer are expensed as incurred and included in selling, general and administrative expenses in our consolidated statements of operations. F-13 Table o f C o n t e n t s Although unusual, pre-bid costs that are explicitly chargeable to the customer even if the contract is not obtained are included in accounts receivable in our consolidated balance sheets when we are notified that we are not the low bidder with a corresponding reduction to selling, general and administrative expenses in our consolidated statements of operations. Unearned Revenue: Unearned revenue represents the aggregate amount of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations at the end of a reporting period. We generally include a project in our unearned revenue at the time a contract is awarded, the contract has been executed and to the extent we believe funding is probable. Certain contracts contain contract options that are exercisable at the option of our customers without requiring us to go through an additional competitive bidding process or contain task orders related to master contracts under which we perform work only when the customer awards specific task orders to us. Contract options and task orders are included in unearned revenue when exercised or issued, respectively. As of December 31, 2023 and 2022, unearned revenue was $ 3.6 billion and $ 2.9 billion, respectively. Approximately $ 2.3 billion of the December 31, 2023 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter. Substantially all of the contracts in our unearned revenue may be canceled or modified at the election of the customer; however, we have not been materially adversely affected by contract cancellations or modifications in the past. Many projects are added to unearned revenue and completed within the same fiscal quarter or year and, therefore, may not be reflected in our beginning or ending unearned revenue. Balance Sheet Classifications: Prepaid expenses and amounts receivable and payable under construction contracts (principally retentions) that may exist over the duration of the contract and could extend beyond one year are included in current assets and liabilities. A one-year time period is used as the basis for classifying all other current assets and liabilities. Cash and Cash Equivalents : Cash equivalents are securities having maturities of three months or less from the date of purchase. Our access to joint venture cash may be limited by the provisions of the joint venture agreements. Contract Assets: Our contract assets include costs and estimated earnings in excess of billings as well as amounts due under contractual retention provisions. Costs and estimated earnings in excess of billings represent amounts earned and reimbursable under contracts, including customer affirmative claim recovery estimates, and have a conditional right for billing and payment such as achievement of milestones or completion of the project. Generally, with the exception of customer affirmative claims, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next twelve months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. However, when events or conditions indicate that it is probable that the amounts become unbillable, the transaction price and associated contract asset is reduced. Certain contracts in our Construction segment include retention provisions to provide assurance to our customers that we will perform in accordance with the contract terms and are not considered a financing benefit under ASC Topic 606. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the customer. Marketable Securities : We determine the classification of our marketable securities at the time of purchase and re-evaluate these determinations at each balance sheet date. Our marketable securities are fixed income marketable securities and are classified as held-to-maturity as we have the positive intent and ability to hold the securities to maturity. Held-to-maturity investments are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and is included in interest income. The cost of securities redeemed or called is based on the specific identification method. Derivative Instruments: We recognize derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value using Level 2 inputs. To receive hedge accounting treatment, derivative instruments that are designated as cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. We formally document our hedge relationships at inception, including identification of the hedging instruments and the hedged items, our risk management objectives and strategies for undertaking the hedge transaction, and the initial quantitative assessment of the hedging instrument’s effectiveness in offsetting changes in the fair value of the hedged items. The effective portion of the gain or loss on cash flow hedges is reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified to the consolidated statements of operations when the periodic hedged cash flows are settled. Adjustments to fair value on derivative instruments that are not part of a designated hedging relationship are reported through the consolidated statements of operations. We do not enter into derivative instruments for speculative or trading purposes. The derivative transactions related to the 2.75 % senior convertible notes due 2024 (the " 2.75 % Convertible Notes") and the Capped Call Transactions related to the 3.75 % convertible senior notes due 2028 (the " 3.75 % Convertible Notes") were F-14 Table o f C o n t e n t s recorded to equity in our consolidated balance sheets based on the cash proceeds and will not be remeasured as long as they continue to meet the conditions for equity classification. Fair Value of Financial Assets and Liabilities: We measure and disclose certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We utilize the active market approach to measure fair value for our financial assets and liabilities. We report separately each class of assets and liabilities measured at fair value on a recurring basis and include assets and liabilities that are disclosed but not recorded at fair value in the fair value hierarchy. Allowance for Credit Losses: Financial assets, which potentially subject us to credit losses, consist primarily of short and long-term marketable securities, receivables, contract assets and long-term notes receivables included in other noncurrent assets in our consolidated balance sheets. We measure expected credit losses of financial assets based on historical loss and other information available to management using a loss rate method applied to asset groups with categorically similar risk characteristics. These expected credit losses are recorded to an allowance for credit losses valuation account that is deducted from receivables and contract assets to present the net amount expected to be collected on the financial asset in the consolidated balance sheets. Concentrations of Credit Risk: Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, marketable securities, accounts receivable and contract assets. We maintain our cash and cash equivalents and our marketable securities with several financial institutions. We invest with high credit quality financial institutions and, by policy, limit the amount of credit exposure to any one financial institution. During the years ended December 31, 2023, 2022 and 2021, our largest volume customer, including both prime and subcontractor arrangements, was the California Department of Transportation (“Caltrans”). Revenue recognized from contracts with Caltrans during the years ended December 31, 2023, 2022 and 2021 represented $ 458.2 million ( 13.1 % of total revenue), $ 348.0 million ( 10.5 % of total revenue), and $ 337.1 million ( 9.6 % of total revenue), respectively, which was primarily in the Construction segment. Other than Caltrans, none of our customers, including both prime and subcontractor arrangements, had revenue that individually exceeded 10% of total revenue during the year ended December 31, 2023 and December 31, 2022. During the year ended December 31, 2021, none of our customers had revenue that individually exceeded 10% of total revenue. The majority of our receivables are from customers concentrated in the United States. None of our customers had a receivable balance in excess of 10% of our total net receivables as of December 31, 2023 and 2022. Certain construction contracts include retention provisions that were included in contract assets as of December 31, 2023 and 2022 in our consolidated balance sheets. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the owners. The majority of the December 31, 2023 contract retention balance disclosed in Note 6 is expected to be collected within one year. We perform ongoing credit evaluations of our customers and generally do not require collateral, although the law provides us the ability to file mechanics’ liens on real property improved for private customers in the event of non-payment by such customers. Foreign Currency Transactions and Translation: In the periods presented we had operations in Mexico and Canada which involved exposure to possible volatile movements in foreign currency exchange rates. We account for foreign currency exchange transactions and translation in accordance with ASC Topic 830, Foreign Currency Matters . In the third quarter of 2023 we began the wind down of our international Minerals Services operations which operated in Mexico and Canada. Our Materials Segment continues to have international operations in Canada. In Mexico, most of our customer contracts and a significant portion of our costs were denominated in U.S. dollars; therefore, the functional currency was U.S. dollars. In Canada, the functional currency is the local currency. Foreign currency transactions are remeasured into the functional currency with gains and losses included in other income, net in the consolidated statements of operations. The impact from F-15 Table o f C o n t e n t s foreign currency transactions was immaterial for 2023, 2022 and 2021. Assets and liabilities in functional currency are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated into U.S. dollars at average foreign currency exchange rates prevailing during the reporting periods. The translation adjustments from functional currency to U.S. dollars are reported in accumulated other comprehensive income on the consolidated balance sheets. Inventories: Inventories relating to our operations consist primarily of quarry products, contract-specific materials and water well drilling materials, supplies, as well as mineral extraction and drilling supplies located primarily in the U.S. Cost of inventories are valued at the lower of average cost or net realizable value . We reserve quarry products based on estimated quantities of materials on hand in excess of approximately one year of demand. Investments in Affiliates : Each investment accounted for under the equity method of accounting is reviewed for impairment in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures. We account for our share of the operating results of the equity method investments in equity in income from affiliates, net in the consolidated statements of operations and as a single line item in the consolidated balance sheets as investments in affiliates. Our investments in affiliates include foreign entities, real estate entities and an asphalt terminal entity. These investments are evaluated for impairment using the other-than-temporary impairment model, which requires an impairment charge to be recognized if our investment’s carrying amount exceeds its fair value, and the decline in fair value is deemed to be other than temporary. Recoverability is measured by comparison of carrying amounts to future undiscounted cash flows the investments are expected to generate. Events or changes in circumstances, which would cause us to review undiscounted future cash flows include, but are not limited to: • significant adverse changes in legal factors or the business climate and • current period cash flow or operating losses combined with a history of losses, or a forecast of continuing losses associated with the use of the asset. In addition, events or changes in circumstances specifically related to our real estate entities, include: • significant decreases in the market price of the asset; • accumulation of costs significantly in excess of the amount originally expected for the acquisition, development or construction of the asset; and • significant changes to the development or business plans of a project. Future undiscounted cash flows and fair value assessments for our foreign entities and for the asphalt terminal entity are estimated based on market conditions and the political climate. Future undiscounted cash flows and fair value assessments for our real estate entities are estimated based on entitlement status, market conditions, cost of construction, debt load, development schedules, status of joint venture partners and other factors applicable to the specific project. Fair value is estimated based on the expected future cash flows attributable to the asset or group of assets and on other assumptions that market participants would use in determining fair value, such as market discount rates, transaction prices for other comparable assets, and other market data. Our estimates of cash flows may differ from actual cash flows due to, among other things, fluctuations in interest rates, decisions made by jurisdictional agencies, economic conditions, or changes to our business operations. Property and Equipment : Property and equipment are stated at cost. Depreciation for construction and other equipment is primarily provided using accelerated methods over lives ranging from three to ten years , and the straight-line method over lives from two to twenty years for the remaining depreciable assets. We believe that accelerated methods best approximate the service provided by the construction and other equipment. Depletion of quarry property is based on the usage of depletable reserves. We frequently sell property and equipment that has reached the end of its useful life or no longer meets our needs, including depleted quarry property. At the time that an asset or an asset group meets the held for sale criteria as defined by ASC Topic 360, Property, Plant, and Equipment, depreciation is discontinued and we write it down to fair value less cost to sell, if the fair value is below the carrying value. Fair value is estimated by a variety of factors including, but not limited to, market comparative data, historical sales prices, broker quotes and third-party valuations. If material, such property is separately disclosed in the consolidated balance sheets, otherwise it is held in property and equipment until sold. The cost and accumulated depreciation or depletion of property sold or retired is removed from the consolidated balance sheets and the resulting gains or losses, if any, are reflected in operating income in the consolidated statements of operations for the period. In the case that we abandon an asset, an amount equal to the carrying amount of the asset, less salvage value, if any, will be recognized as expense in the period that the asset was abandoned. Repairs and maintenance are expensed as incurred. Costs related to the development of internal-use software during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage are capitalized. These costs consist F-16 Table o f C o n t e n t s primarily of software, hardware and consulting fees, as well as salaries and related costs. Amounts capitalized are reported as a component of office furniture and equipment within property and equipment in the consolidated balance sheets. Capitalized software costs are depreciated using the straight-line method over the estimated useful life of the related software, which ranges from three to seven years . During the years ended December 31, 2023, 2022 and 2021, we capitalized $ 10.1 million, $ 11.4 million, $ 12.0 million and, respectively, of internal-use software development and related hardware costs. Long-lived Assets: We review property and equipment and amortizable intangible assets for impairment at an asset group level whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of these asset groups is measured by comparison of their carrying amounts to the future undiscounted cash flows the asset groups are expected to generate. If the asset groups are considered to be impaired, an impairment charge will be recognized equal to the amount by which the carrying amount of the asset group exceeds fair value. We group construction and plant equipment assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets. When an individual asset or group of assets is determined to no longer contribute to its vertically integrated construction and plant equipment asset group, it is assessed for impairment independently. As of December 31, 2023, amortizable intangible assets, which primarily include customer relationships, trademarks/trade names and permits, are being amortized over remaining terms from one to thirty years . All intangible assets are amortized on a straight-line basis. Goodwill: We account for business combinations using the acquisition method, under which the purchase price of an acquired company is allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of purchase price over the fair value of tangible and intangible assets acquired and liabilities assumed is allocated to goodwill. The determination of fair values of assets acquired and liabilities assumed requires us to make estimates and use valuation techniques when a market value is not readily available. As of December 31, 2023 , we had seven reporting units in which goodwill was recorded as follows: • Central Group Construction • Central Group Materials • Mountain Group Construction • Mountain Group Materials • California Group Construction • LRC/MSG Construction • LRC/MSG Materials We perform our goodwill impairment tests annually as of November 1 and more frequently when events and circumstances occur that indicate a possible impairment of goodwill. Examples of such events or circumstances include, but are not limited to, the following: • a significant adverse change in the business climate; • a significant adverse change in legal factors or an adverse action or assessment by a regulator; • a more likely than not expectation that a segment or a significant portion thereof will be sold; or • the testing for recoverability of a significant asset group within the segment. In the third quarter of 2023, in connection with our decision to wind down our international Mineral Services operations, we performed an interim goodwill impairment test on the Mountain Group Construction reporting unit, which resulted in a $ 4.5 million non-cash impairment charge. This charge is included in Other costs, net in the consolidated statements of operations. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, we can elect to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or perform a quantitative impairment test. Based on a qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not to be less than its carrying amount, the quantitative impairment test will be performed. In performing the quantitative goodwill impairment tests, we calculate the estimated fair value of the reporting unit in which the goodwill is recorded using the discounted cash flows and market multiple methods. The estimated fair value is compared to the carrying amount of the reporting unit, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying amount over the fair value is recognized as a non-cash impairment charge. F-17 Table o f C o n t e n t s Judgments inherent in these methods include the determination of appropriate discount rates, the amount and timing of expected future cash flows, revenue and margin growth rates, and appropriate benchmark companies. The cash flows used in our discounted cash flow model are based on five-year financial forecasts developed internally by management adjusted for market participant-based assumptions. Our discount rate assumptions are based on an assessment of the equity cost of capital and appropriate capital structure for our reporting units. To assess for reasonableness, we compare the estimated fair values of the reporting units to our current market capitalization. For our 2023 annual goodwill impairment test, we elected to perform a qualitative assessment on each of our reporting units and we determined that it was more likely than not that the fair values were greater than the carrying amounts; therefore, no quantitative goodwill impairment test was performed for these reporting units. Factors we considered in our qualitative assessment were macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers and changes in the composition or carrying amount of the reporting unit’s net assets. Right of use Assets and Lease Liabilities: A lease contract conveys the right to use an underlying asset for a period of time in exchange for consideration. At inception, we determine whether a contract contains a lease by determining if there is an identified asset and if the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. At lease commencement, we measure and record a lease liability equal to the present value of the remaining lease payments, generally discounted using the borrowing rate on our secured debt as the implicit rate is not readily determinable on many of our leases. We use a quarterly maturity discount rate if it is not materially different than the discount rates applied to each of the leases in the portfolio. On the lease commencement date, the amount of the right of use assets consists of the following: • the amount of the initial measurement of the lease liability; • any lease payments made at or before the commencement date, minus any lease incentives received; and • any initial direct costs incurred. On a quarterly basis, we determine if subcontractor, vendor or service provider agreements contain embedded leases by assessing if an asset is explicitly or implicitly specified in the agreement and the counterparty has the right to substitute the asset. Most of our lease contracts do not have the option to extend or renew. We assess the option for individual leases, and we generally consider the base term to be the term of lease contracts. Lease contracts may contain non-lease components for which we elected to include both the lease and non-lease components as a single component and account for it as a lease. Contract Liabilities: Our contract liabilities consist of billings in excess of costs and estimated earnings, net of the related contract retention and provisions for losses. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. Provisions for losses are recognized in the consolidated statements of operations at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. Asset Retirement Obligations: We account for the costs related to legal obligations to reclaim aggregate mining sites and other facilities by recording our estimated asset retirement obligation at fair value using Level 3 inputs, capitalizing the estimated liability as part of the related asset’s carrying amount and allocating it to expense over the asset’s useful life. Warranties: Many of our construction contracts contain warranty provisions covering defects in equipment, materials, design or workmanship that generally run for less than two years after our customer accepts the contract. Because of the nature of our projects, including contract owner inspections of the work both during construction and prior to acceptance, we have not experienced material warranty costs for these short-term warranties and, therefore, do not believe an accrual for these costs is necessary. Certain construction contracts carry longer warranty periods, ranging from two to ten years , for which we have accrued an estimate of warranty cost. The warranty liability is estimated based on our experience with the type of work and any known risks relative to the project and was not material as of December 31, 2023 and 2022. Accrued Insurance Costs: We carry insurance policies to cover various risks, including general liability, automobile liability, workers compensation and employee medical expenses under which we are liable to reimburse the insurance company for certain losses. The amounts for which we are liable range from the first $ 0.5 million to $ 1.5 million per occurrence. We accrue for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends, modified, if necessary, by recent events. The establishment of accruals for estimated F-18 Table o f C o n t e n t s losses associated with our insurance policies are based on actuarial studies that include known facts and interpretations of circumstances, including our experience with similar cases and historical trends involving claim payment patterns, pending levels of unpaid claims, claim severity, frequency patterns and changing regulatory and legal environments. Changes in our loss assumptions caused by changes in actual experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position. Surety Bonds : We generally are required to provide various types of surety bonds that provide an additional measure of security for our performance under certain public and private sector contracts. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds after the owner accepts the work performed under contract. The ability to maintain bonding capacity to support our current and future level of contracting requires that we maintain cash and working capital balances satisfactory to our sureties. Performance Guarantees: The agreements with our joint venture partners (“partner(s)”) for both construction joint ventures and line item joint ventures define each partner’s management role and financial responsibility in the project. The amount of operational exposure is generally limited to our stated ownership interest. However, due to the joint and several nature of the performance obligations under the related owner contracts, if any of the partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). We estimate our liability for performance guarantees for our unconsolidated and line item joint ventures using estimated partner bond rates, which are Level 2 inputs, and include them in accrued expenses and other current liabilities with a corresponding increase in equity in construction joint ventures in the consolidated balance sheets. We reassess our liability when and if changes in circumstances occur. The liability and corresponding asset are removed from the consolidated balance sheets upon completion and customer acceptance of the project. Circumstances that could lead to a loss under these agreements beyond our stated ownership interest include the failure of a partner to contribute additional funds to the venture in the event the project incurs a loss or additional costs that we could incur should a partner fail to provide the services and resources that it had committed to provide in the agreement. We are not able to estimate amounts that may be required beyond the remaining cost of the work to be performed. These costs could be offset by billings to the customer or by proceeds from our partners’ corporate and/or other guarantees. Contingencies: We are currently involved in various claims and legal proceedings. Loss contingency provisions are recorded if the potential loss from any asserted or un-asserted claim or legal proceeding is considered probable and the amount can be reasonably estimated. If a potential loss is considered probable but only a range of loss can be determined, the low-end of the range is recorded. These accruals represent management’s best estimate of probable loss. Disclosure is also provided when it is reasonably possible and estimable that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the amount recorded. Significant judgment is required in both the determination of probability of loss and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to claims and litigation and may revise our estimates. We expense associated legal costs as they are incurred. See Note 20 for additional information. Stock-Based Compensation: We measure and recognize compensation expense, net of forfeitures, over the requisite vesting periods for all stock-based payment awards made and we recognize forfeitures as they occur. Stock-based compensation is included in selling, general and administrative expenses and cost of revenue on our consolidated statements of operations. Other Costs: Other costs, net in the consolidated statements of operations are expensed as they are incurred and relate to settlements of certain legal matters and investigations, investigation-related legal fees and net acquisition and divestiture costs. In addition, these net costs included non-cash impairment charges associated with the wind down of our international Mineral Services operations in 2023, a gain on sale of a business in 2022 and personnel costs incurred in connection with our operating group reorganization during 2021 . Income Taxes : Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities in the consolidated financial statements and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Disproportionate income tax effects which are stranded in accumulated other comprehensive income will be released using the item-by-item approach. We report a liability in accrued expenses and other current liabilities and in other long-term liabilities in the consolidated balance sheets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax F-19 Table o f C o n t e n t s return. We recognize interest and penalties, if any, related to unrecognized tax benefits in interest expense and other income, net in the consolidated statements of operations. Computation of Earnings per Share : Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares include common share equivalents under the equity incentive plans and common share equivalents issuable under our 3.75 % Convertible Notes and 2.75 % Convertible Notes using the if-converted method. Dilutive potential common shares also include common share equivalents issuable under the terms of our warrants assuming the share price of our common stock was in excess of $ 53.44 , the exercise price of warrants. See Note 14 for further discussion related to the 3.75 % Convertible Notes, 2.75 % Convertible Notes and warrants. Convertible Notes : ASU 2020-06 simplified the accounting for convertible instruments resulting in accounting for convertible debt instruments as a single liability measured at its amortized cost. We adopted ASU 2020-06 effective January 1, 2022, using the modified retrospective transition approach under which financial results reported in prior periods were not adjusted. Upon adoption of this new accounting guidance, the 2.75 % Convertible Notes were accounted for entirely as a liability, and the issuance costs were accounted for wholly as debt issuance costs. Recently Issued and Adopted Accounting Pronouncements: We closely monitor all ASUs issued by the FASB and other authoritative guidance. There are currently no recently issued accounting pronouncements that are expected to have a material impact on our financial statements. In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement , which requires that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value. This ASU is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We plan to adopt this ASU in the first quarter of 2025, but do not expect the adoption to have a material impact on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, which enhances the disclosures regarding an entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. This ASU is effective retrospectively commencing with our annual report for the year ending December 31, 2024, and quarterly periods thereafter. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments intended to improve the effectiveness of income tax disclosures. These new disclosure requirements are effective prospectively commencing with our annual report for the year ending December 31, 2025. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements. 2. Acquisitions On November 30, 2023 (“acquisition date”), we completed the acquisition of LRC/MSG for $ 278.0 million, subject to customary closing adjustments, plus an estimated amount related to tax make-whole agreements with the seller. We purchased all of the outstanding equity interests in LRC/MSG and the purchase price was funded by our new $ 150.0 million senior secured term loan, as described further in Note 14, a draw of $ 100 million under our existing revolver and the remainder from cash on hand. The acquired businesses are longstanding asphalt paving and asphalt and aggregates producers and suppliers. LRC/MSG operates strategically located asphalt plants and sand and gravel mines serving the greater Memphis area and northern Mississippi. The buyer of LRC/MSG, Granite Southeast, is a wholly-owned subsidiary of Granite Construction Incorporated. LRC/MSG's results are reported in the Central operating group in both the Construction and Materials segments. The Central operating group is most similar in geography, and LRC/MSG's 2023 operating results were not material. LRC/MSG’s customers are in both the public and private sector. We have accounted for this transaction in accordance with ASC Topic 805, Business Combinations (“ASC 805”). F-20 Table o f C o n t e n t s We have included LRC/MSG's operating results in our consolidated statements of operations since the acquisition date. Revenue attributable to LRC/MSG for the year ended December 31, 2023 was $ 7.7 million and the loss before taxes for the year ended December 31, 2023 was $ 2.3 million. Preliminary Purchase Price Allocation In accordance with ASC 805, the total purchase price and assumed liabilities were allocated to the net tangible and identifiable intangible assets based on their estimated fair values as of November 30, 2023, as presented in the table below. These estimates are subject to revision, which may result in adjustments to the values presented below. There are certain provisional estimates that are subject to finalization, one of which is related to tax make-whole agreements with the seller of approximately $ 22.0 million, which will be finalized upon the former owners of LRC/MSG paying their personal tax burden related to the sale of the businesses. As we continue to integrate the acquired business, we may obtain additional information on the acquired tangible and identifiable intangible net assets which, if significant, may require revisions to preliminary valuation assumptions, estimates and resulting fair values. We expect to finalize these amounts within 12 months from the acquisition date. (in thousands) November 30, 2023 Assets Cash and cash equivalents $ 12,798 Receivables 18,373 Contract assets 3,388 Inventories 13,738 Other current assets 1,032 Property and equipment 84,815 Right of use assets 15,539 Other noncurrent assets 3,718 Total tangible assets $ 153,401 Identifiable intangible assets $ 110,660 Liabilities Accounts payable $ 6,806 Contract liabilities 3,213 Accrued expenses and other current liabilities 9,572 Long-term lease liabilities 15,558 Other long-term liabilities 5,960 Total liabilities assumed $ 41,109 Total tangible and identifiable net assets acquired $ 222,952 Goodwill 80,826 Estimated purchase price $ 303,778 In addition, on April 24, 2023, we completed the purchase of Coast Mountain Resources (2020) Ltd. (“CMR”) for $ 26.6 million. CMR is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. This acquisition did not have a material impact on our results of operations. The tangible assets acquired and liabilities assumed were approximately $ 28.5 million and $ 7.1 million, respectively, resulting in acquired goodwill of $ 5.1 million. The tangible assets balance consists primarily of equipment, vehicles and the right-to-mine which are reported in Property and equipment, net. CMR results are reported in the Mountain operating group in the Materials segment. Intangible assets The following table lists amortized intangible assets from the LRC/MSG acquisition that are included in intangible assets in the consolidated balance sheets as of December 31, 2023 (in thousands): F-21 Table o f C o n t e n t s Useful Lives (Years) Gross Value Accumulated Amortization Net Value Customer relationships 20 $ 83,860 $ ( 349 ) $ 83,511 Backlog 1 7,800 ( 600 ) 7,200 Trademarks/trade name 10 12,000 ( 100 ) 11,900 Permits 10 7,000 ( 58 ) 6,942 Total intangible assets $ 110,660 $ ( 1,107 ) $ 109,553 The fair value of customer relationships was estimated as of the acquisition date utilizing the multi-period excess earnings method. This method discounts to present value the projected cash flows attributable to the customer relationships. The significant estimates and assumptions used in determining the fair value included discount rates, revenue growth rates, projected EBITDA margins and customer revenue attrition rates. The net amortization expense related to the acquired amortized intangible assets for the year ended December 31, 2023 was included in cost of revenue and selling, general and administrative expenses in the consolidated statements of operations . All of the acquired intangible assets will be amortized on a straight-line basis. Amortization expense related to the acquired amortized intangible asset balances at December 31, 2023 is expected to be recorded in th e future as follows: $ 13.3 million in 2024; $ 6.1 million in 2025; $ 6.1 million in 2026; $ 6.1 million in 2027; $ 6.1 million in 2028; and $ 71.9 million thereafter. Goodwill Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. The factors that contributed to the recognition of goodwill from the acquisitions of LRC/MSG and CMR include strengthening and expanding our vertically integrated home markets. For the LRC/MSG acquisition, we recorded $ 80.8 million of goodwill which is expected to be deductible for tax purposes. $ 63.0 million and $ 17.8 million were allocated to our Construction and Materials segments, respectively. For the CMR acquisition, we rec orded $ 5.1 million in goodwill that was allocated to our Materials segment and is not expected to be deductible for income tax purposes. Pro Forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of operations of Granite and LRC/MSG as though the companies had been combined as of January 1, 2022. The CMR acquisition is not included in the pro forma financial information as the effects of the business would not have a material impact. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2022, nor does it intend to be a projection of future results. Years Ended December 31, 2023 2022 (unaudited, in thousands, except per share amounts) Revenue $ 3,720,449 $ 3,485,186 Net income $ 55,025 $ 72,219 Basic net income per share attributable to common shareholders $ 1.25 $ 1.62 Diluted net income per share attributable to common shareholders $ 1.19 $ 1.49 These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of LRC/MSG to reflect the additional depreciation and amortization that would have been recorded assuming the fair value adjustments to property and equipment and intangible assets had been applied starting on January 1, 2022. Additionally, these amounts reflect adjustment for additional interest that would have been incurred as a result of incurring debt for the acquisition over the periods in the pro forma financial information. Acquisition and integration expenses related to LRC/MSG that were incurred during the year ended December 31, 2023 are reflected in the year ended December 31, 2022 due to the assumed timing of the transaction. The statutory tax rate of 26% was used for both 2023 and 2022 for the pro forma adjustments. During the year ended December 31, 2023, we incurred $ 5.0 million of acquisition and integration expenses associated with the LRC/MSG and CMR acquisitions which were primarily related to professional services. F-22 Table o f C o n t e n t s 3. Revisions in Estimates Our profit recognition related to construction contracts is based on estimates of transaction price and costs to complete each project. These estimates can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved. Changes in estimates of transaction price and costs to complete may result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. In addition, the estimated or actual recovery related to estimated costs associated with unresolved affirmative claims and back charges may be recorded in future periods or may be at values below the associated cost, which can cause fluctuations in the gross profit impact from revisions in estimates. When we experience significant revisions in our estimates, we undergo a process that includes reviewing the nature of the changes to ensure that there are no material amounts that should have been recorded in a prior period rather than as revisions in estimates for the current period. For revisions in estimates, generally we use the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation. Under this method, revisions in estimates are accounted for in their entirety in the period of change. There can be no assurance that we will not experience further changes in circumstances or otherwise be required to revise our estimates in the future. In our review of these changes for the years ended December 31, 2023, 2022 and 2021, we did not identify any material amounts that should have been recorded in a prior period. The projects with increases from revisions in estimates, which individually had an impact of $ 5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data): Increases Years Ended December 31, 2023 2022 2021 Number of projects with upward estimate changes 1 2 2 Range of increase in gross profit from each project, net $ 8.1 $ 5.4 - 6.8 $ 6.2 - 9.2 Increase to project profitability, net $ 8.1 $ 12.1 $ 15.4 Increase to net income $ 6.9 $ 9.7 $ 11.4 Amounts attributable to non-controlling interests $ 3.2 $ 2.7 $ — Increase to net income attributable to Granite Construction Incorporated $ 3.6 $ 7.0 $ 11.4 Increase to net income per diluted share attributable to common shareholders $ 0.07 $ 0.13 $ 0.24 The increase during the year ended December 31, 2023 was due to decreases in estimated costs from mitigated risks. The increases during the year ended December 31, 2022 were due to production at a higher rate than anticipated and a decrease in estimated cost from mitigated risks. The increases during the year ended December 31, 2021 were due to production at a higher rate than anticipated and a decrease in estimated cost from mitigated risks as well as settlement of outstanding customer affirmative claims. There were no amounts attributable to non-controlling interests during the year ended December 31, 2021. Decreases Years Ended December 31, 2023 2022 2021 Number of projects with downward estimate changes 6 8 6 Range of reduction in gross profit from each project, net $ 5.1 - 54.9 $ 5.6 - 32.2 $ 5.3 - 34.6 Decrease to project profitability, net $ 96.9 $ 92.2 $ 86.0 Decrease to net income $ 79.6 $ 74.1 $ 69.1 Amounts attributable to non-controlling interests $ 29.8 $ 21.7 $ 20.5 Decrease to net income attributable to Granite Construction Incorporated $ 49.8 $ 52.4 $ 48.6 Decrease to net income per diluted share attributable to common shareholders $ 0.95 $ 1.00 $ 1.02 The decreases during the year ended December 31, 2023 were due to a change in the estimated amount of probable recovery on an outstanding claim, additional costs related to changes in project durations, lower productivity than F-23 Table o f C o n t e n t s originally anticipated, increased labor and materials costs and disputed work being performed where there are ongoing legal claims. The decreases during the year ended December 31, 2022 were due to additional costs related to extended project duration, increased labor and materials costs, and disputed work being performed where there are ongoing legal claims. The decreases during the year ended December 31, 2021, were primarily due to additional costs from acceleration of work coupled with lower productivity and higher costs than originally anticipated, unfavorable weather and extended project duration. 4. Disaggregation of Revenue We disaggregate our revenue based on our reportable segments and operating groups as it is the format that is regularly reviewed by management. Our reportable segments are: Construction and Materials. In alphabetical order, our operating groups are: California, Central and Mountain. The following tables present our disaggregated revenue (in thousands): Years ended December 31, 2023 Construction Materials Total California $ 1,029,410 $ 258,725 $ 1,288,135 Central 765,560 55,125 820,685 Mountain 1,197,284 203,034 1,400,318 Total $ 2,992,254 $ 516,884 $ 3,509,138 2022 Construction Materials Total California $ 811,623 $ 273,314 $ 1,084,937 Central 851,779 46,531 898,310 Mountain 1,140,533 177,476 1,318,009 Total $ 2,803,935 $ 497,321 $ 3,301,256 2021 Construction Materials Total California $ 822,448 $ 242,552 $ 1,065,000 Central 1,058,448 33,270 1,091,718 Mountain 1,195,294 149,853 1,345,147 Total $ 3,076,190 $ 425,675 $ 3,501,865 5. Unearned Revenue The following table presents our unearned revenue as of the respective periods: (in thousands) December 31, 2023 December 31, 2022 California $ 1,220,772 $ 945,971 Central 1,486,288 1,444,983 Mountain 889,616 486,524 Total $ 3,596,676 $ 2,877,478 6. Contract Assets and Liabilities As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods we recognized revenue of $ 147.4 million, $ 182.8 million and $ 153.9 million during the years ended December 31, 2023, 2022 and 2021, respectively. The changes in contract transaction price were from items such as executed or estimated change orders and unresolved contract modifications and claims. As of December 31, 2023 and 2022, the aggregate claim recovery estimates included in contract asset and liability balances were approximately $ 77.9 million and $ 75.8 million, respectively. F-24 Table o f C o n t e n t s The components of the contract asset balances as of the respective dates were as follows: (in thousands) December 31, 2023 December 31, 2022 Costs in excess of billings and estimated earnings $ 100,106 $ 80,357 Contract retention 162,881 161,559 Total contract assets $ 262,987 $ 241,916 The increase in contract assets is primarily due to increasing costs in excess of billings and estimated earnings balances from unresolved disputed work related to certain ongoing projects. As of December 31, 2023 and 2022, contract retention receivable from Brightline Trains Florida LLC represented 11.1 %, and 11.7 %, respectively, of total contract assets. No other contract retention receivable individually exceeded 10% of total contract assets at any of the presented dates. The majority of the contract retention balance is expected to be collected within one year. As work is performed, revenue is recognized and the corresponding contract liabilities are reduced. During the years ended December 31, 2023 and 2022 and 2021, we recognized revenue of $ 191.8 million, $ 223.7 million and $ 176.2 million, respectively, that was included in the contract liability balances at December 31, 2022, 2021 and 2020, respectively. The components of the contract liability balances as of the respective dates were as follows: (in thousands) December 31, 2023 December 31, 2022 Billings in excess of costs and estimated earnings $ 227,913 $ 152,294 Provisions for losses 15,935 20,992 Total contract liabilities $ 243,848 $ 173,286 The increase in contract liabilities is primarily due to increases in billings in excess of costs on new projects partially offset by reductions in provisions for losses as certain loss projects progress towards completion. 7. Receivables, net Receivables include billed and unbilled amounts for services provided to clients for which we have an unconditional right to payment as of the end of the applicable period and generally do not bear interest. The following table presents major categories of receivables: (in thousands) December 31, 2023 December 31, 2022 Contracts completed and in progress: Billed $ 343,190 $ 220,809 Unbilled 119,170 120,348 Total contracts completed and in progress 462,360 341,157 Materials sales 61,808 52,182 Other 76,084 71,790 Total gross receivables 600,252 465,129 Less: allowance for credit losses 1,547 1,142 Total net receivables $ 598,705 $ 463,987 Included in other receivables at December 31, 2023 and 2022 were items such as estimated recovery from back charge claims, notes receivable, fuel tax refunds and income tax refunds. Other receivables at both December 31, 2023 and 2022 also included $ 24.9 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated joint ventures, plus accrued interest at prime plus 3.0 % per annum. No receivable individually exceeded 10 % of total net receivables at any of these dates. F-25 Table o f C o n t e n t s 8. Fair Value Measurement The following tables summarize significant assets and liabilities measured at fair value in the consolidated balance sheets on a recurring basis for each of the fair value levels (in thousands): Fair Value Measurement at Reporting Date Using December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 101,275 $ — $ — $ 101,275 Total assets $ 101,275 $ — $ — $ 101,275 Accrued and other current liabilities Interest rate swap $ — $ 126 $ — $ 126 Commodity swaps — 153 — 153 Diesel collars — 802 — 802 Total liabilities $ — $ 1,081 $ — $ 1,081 December 31, 2022 Cash equivalents Money market funds $ 99,806 $ — $ — $ 99,806 Other current assets Commodity swaps $ — $ 121 $ — $ 121 Total assets $ 99,806 $ 121 $ — $ 99,927 Interest Rate Swap In connection with entering into Amendment No. 2 of the Fourth Amended and Restated Credit Agreement in November 2023, we entered into an interest rate swap designated as a cash flow hedge with an initial notional amount of $ 75.0 million and an effective date of December 2023 and a maturity date of June 2027. Commodity Derivatives In 2023, we entered into collar contracts and commodity swaps to reduce our price exposure on diesel consumption and heating oil consumption, respectively. The collars and swaps were not designated as hedges and will be treated as a mark-to-market derivative instruments through their maturity dates. The financial statement impact of the collar contracts and commodity swaps for the year ended December 31, 2023 was immaterial . In December 2022, we entered into a commodity swap designed as a cash flow hedge for crude oil with a notional amount of $ 7.0 million and a maturity date of October 31, 2023. The financial statement impacts of this swap during the years ended December 31, 2023 and 2022 were immaterial . In December, 2021, we entered into two commodity swaps designed as cash flow hedges for crude oil covering the period from April 2022 to October 2022 with a total notional amount of $ 8.1 million. The financial statement impact during the year ended December 31, 2022 was a realized gain of $ 4.1 million and an immaterial unrealized gain. F-26 Table o f C o n t e n t s Other Assets and Liabilities The carrying values and estimated fair values of our financial instruments that are not required to be recorded at fair value in the consolidated balance sheets were as follows (in thousands): (in thousands) December 31, 2023 December 31, 2022 Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value Assets: Held-to-maturity marketable securities (1) Level 1 $ 35,863 $ 35,357 $ 65,943 $ 64,584 Liabilities (including current maturities): 3.75 % Convertible Notes (2) Level 2 $ 373,750 $ 475,601 $ — $ — 2.75 % Convertible Notes (2) Level 2 $ 31,338 $ 51,045 $ 230,000 $ 281,365 Fourth Amended and Restated Credit Agreement - Term Loan (2) Level 3 $ 150,000 $ 153,585 $ — $ — Fourth Amended and Restated Credit Agreement - Revolver (2) Level 3 $ 100,000 $ 102,317 $ 50,000 $ 49,536 (1) All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations as of December 31, 2023 and 2022. (2) The fair values of our 2.75 % Convertible Notes and 3.75 % Convertible Notes are based on the median price of the notes in an active market. The fair value of the Fourth Amended and Restated Credit Agreement (the "Credit Agreement") is based on borrowing rates available to us for long-term loans with similar terms, average maturities, and credit risk. See Note 14 for definitions of, and more information about the 2.75 % Convertible Notes, 3.75 % Convertible Notes and Credit Agreement. The carrying value of marketable securities approximates their fair value as determined by market quotes. Rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. The carrying value of receivables and other amounts arising out of normal contract activities, including retentions, which may be settled beyond one year, is estimated to approximate fair value. At least annually, we measure certain nonfinancial assets and liabilities at fair value on a nonrecurring basis. As of December 31, 2023 and 2022, the nonfinancial assets and liabilities included our asset retirement and reclamation obligations, as well as assets and corresponding liabilities associated with performance guarantees. Asset retirement and reclamation obligations were measured using Level 3 inputs and performance guarantees were measured using Level 2 inputs. Asset retirement and reclamation obligations were initially measured using internal discounted cash flow calculations based upon our estimates of future retirement costs. To determine the fair value of the obligation, we estimate the cost for a third-party to perform the legally required reclamation including a reasonable profit margin. This cost is then increased for future estimated inflation based on the estimated years to complete and discounted to fair value using present value techniques with a credit-adjusted, risk-free rate. In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. We review reclamation obligations at least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. See Note 11 for details of the asset retirement obligation balances. We estimate our liability for performance guarantees for our unconsolidated construction joint ventures and line item joint ventures using estimated partner bond rates, which are Level 2 inputs, and include them in accrued expenses and other current liabilities (see Note 13) with a corresponding increase in equity in construction joint ventures in the consolidated balance sheets. See Note 1 for further discussion of performance guarantees. During the years ended December 31, 2023 and 2022, we had no material nonfinancial asset and liability fair value adjustments. 9. Construction Joint Ventures We participate in various construction joint ventures. As discussed in Note 1, we have determined that certain of these joint ventures are consolidated because they are VIEs and we are the primary beneficiary. We continually evaluate whether there are changes in the status of the VIEs or changes to the primary beneficiary designation of the VIE. Based on our F-27 Table o f C o n t e n t s assessments during the years ended December 31, 2023, 2022 and 2021, we determined no change was required for existing joint ventures. Due to the joint and several nature of the performance obligations under the related owner contracts, if any of the partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). At December 31, 2023, there was $ 195.6 million of remaining contract value on unconsolidated and line item construction joint venture contracts of which $ 93.1 million represented our share and the remaining $ 102.5 million represented our partners’ share. We are not able to estimate amounts that may be required beyond the remaining cost of the work to be performed. These costs could be offset by billings to the customer or by proceeds from our partners’ corporate and/or other guarantees. See Note 13 for disclosure of the performance guarantee amounts recorded in the consolidated balance sheets and Note 1 for additional discussion regarding performance guarantees. Consolidated Construction Joint Ventures At December 31, 2023, we were engaged in ten active CCJV projects with total contract values ranging from $ 47.7 million to $ 426.5 million for a combined total of $ 2.0 billion of which our share was $ 1.2 billion. As of December 31, 2023, our share of revenue remaining to be recognized on these CCJVs was $ 345.5 million and ranged from $ 1.3 million to $ 133.1 million by project. Our proportionate share of the equity in these joint ventures was between 50.0 % and 70.0 %. During the years ended December 31, 2023, 2022 and 2021, total revenue from CCJVs was $ 307.2 million, $ 437.1 million and $ 405.1 million, respectively. During the years ended December 31, 2023, 2022 and 2021, CCJVs used $ 38.1 million, $ 5.7 million and $ 4.1 million of operating cash flows, respectively. Unconsolidated Construction Joint Ventures As discussed in Note 1, where we have determined we are not the primary beneficiary of a joint venture but do exercise significant influence, we account for our share of the operations of unconsolidated construction joint ventures on a pro rata basis in revenue and cost of revenue in the consolidated statements of operations and in equity in construction joint ventures or accrued expenses and other current liabilities in the consolidated balance sheets. As of December 31, 2023, we were engaged in seven active unconsolidated joint venture projects with total contract values ranging from $ 6.0 million to $ 3.7 billion for a combined total of $ 7.9 billion of which our share was $ 2.2 billion. Our proportionate share of the equity in these unconsolidated joint ventures ranged from 23.3 % to 50.0 %. As of December 31, 2023, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 55.7 million and ranged from $ 1.4 million to $ 32.3 million by project. The following is summary financial information related to unconsolidated construction joint ventures: (in thousands) December 31, 2023 December 31, 2022 Assets Cash, cash equivalents and marketable securities $ 117,962 $ 130,635 Other current assets (1) 666,536 681,221 Noncurrent assets 52,580 76,204 Less: partners’ interest 574,723 604,741 Granite’s interest (1),(2) $ 262,355 $ 283,319 Liabilities Current liabilities $ 191,175 $ 244,411 Less: partners’ interest and adjustments (3) 85,131 130,911 Granite’s interest $ 106,044 $ 113,500 Equity in construction joint ventures (4) $ 156,311 $ 169,819 (1) Included in this balance and in accrued and other current liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 was $ 57.8 million and $ 64.7 million, respectively, related to performance guarantees (see Note 13). (2) Included in this balance as of December 31, 2023 and 2022 was $ 66.6 million and $ 104.3 million, respectively, related to Granite’s share of estimated cost recovery of customer affirmative claims. In addition, this balance included $ 1.7 million and $ 2.7 million related to Granite’s share of estimated recovery of back charge claims as of December 31, 2023 and 2022, respectively. (3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences. (4) Included in this balance and in accrued expenses and other current liabilities on the consolidated balance sheets was $ 14.9 million and $ 14.0 million as of December 31, 2023 and 2022, respectively, related to deficits in unconsolidated construction joint ventures which includes provisions for losses. F-28 Table o f C o n t e n t s Years Ended December 31, 2023 2022 2021 (in thousands) Revenue Total $ 66,738 $ 330,835 $ 820,586 Less: partners’ interest and adjustments (1) 42,230 210,678 526,522 Granite’s interest $ 24,508 $ 120,157 $ 294,064 Cost of revenue Total $ 95,448 $ 378,237 $ 835,899 Less: partners’ interest and adjustments (1) 51,359 238,699 540,854 Granite’s interest $ 44,089 $ 139,538 $ 295,045 Granite’s interest in gross loss $ ( 19,581 ) $ ( 19,381 ) $ ( 981 ) Net Loss Total $ ( 24,843 ) $ ( 47,904 ) $ ( 15,533 ) Less: partners’ interest and adjustments (1) ( 6,226 ) ( 28,228 ) ( 14,765 ) Granite’s interest in net loss (2) $ ( 18,617 ) $ ( 19,676 ) $ ( 768 ) (1) Partners’ interest and adjustments includes amounts to reconcile total revenue and total cost of revenue as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast and/or actual differences. (2) These joint ventures' net loss amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes. Line Item Joint Ventures As of December 31, 2023, we were engaged in four active line item joint venture construction projects with a total contract value of $ 334.9 million of which our portion was $ 212.0 million. As of December 31, 2023, our share of revenue remaining to be recognized on these line item joint ventures was $ 37.4 million. During the years ended December 31, 2023, 2022 and 2021, our portion of revenue from line item joint ventures was $ 5.3 million, $ 35.4 million and $ 67.8 million, respectively. 10. Investments in Affiliates Our investments in affiliates balance is related to our investments in unconsolidated non-construction entities that we account for using the equity method of accounting, including investments in foreign affiliates, real estate entities and an asphalt terminal entity. The foreign affiliates in which we are invested are engaged in mineral drilling services and the manufacture and supply of drilling equipment, parts and supplies in Latin America. The real estate entities were formed to accomplish specific real estate development projects in which our wholly owned subsidiary, Granite Land Company, participates with third-party partners. The asphalt terminal entity is a 50 % interest in a limited liability company which owns and operates an asphalt terminal and operates an emulsion plant in Nevada. We have determined that the real estate entities are not consolidated because although they are VIEs, we are not the primary beneficiary. We have determined that the foreign affiliates and the asphalt terminal entity are not consolidated because they are not VIEs and we do not hold the majority voting interest. As such, these entities are accounted for using the equity method. Our investments in affiliates balance consists of equity method investments in the following types of entities: (in thousands) December 31, 2023 December 31, 2022 Foreign $ 68,407 $ 58,579 Real estate 7,136 8,517 Asphalt terminal 17,367 13,629 Total investments in affiliates $ 92,910 $ 80,725 F-29 Table o f C o n t e n t s The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis: (in thousands) December 31, 2023 December 31, 2022 Current assets $ 204,897 $ 194,210 Noncurrent assets 159,694 172,560 Total assets $ 364,591 $ 366,770 Current liabilities $ 81,899 $ 106,780 Long-term liabilities (1) 54,591 59,356 Total liabilities $ 136,490 $ 166,136 Net assets $ 228,101 $ 200,634 Granite’s share of net assets $ 92,910 $ 80,725 (1) This balance is primarily related to local bank debt for equipment purchases, working capital in our foreign affiliates and debt associated with our real estate investments. Of the $ 364.6 million in total assets as of December 31, 2023, we had investments in two real estate entities with total assets of $ 30.5 million and $ 25.8 million, our foreign affiliates had total assets of $ 265.0 million, and the asphalt terminal entity had total assets of $ 43.2 million. As of December 31, 2023 and 2022, all of the equity method investments in real estate affiliates were in residential real estate in Texas. As of December 31, 2023, our percent ownership in the real estate entities ranged from 10 % to 25 %. We have direct and indirect investments in our foreign affiliates, and our percent ownership in foreign affiliates ranged from 25 % to 50 % as of December 31, 2023. The following table provides summarized statements of operations information for our affiliates accounted for under the equity method on a combined basis (in thousands): Years Ended December 31, 2023 2022 2021 (in thousands) Revenue $ 476,361 $ 377,256 $ 302,084 Gross profit $ 142,139 $ 95,816 $ 74,939 Income before taxes $ 99,108 $ 60,513 $ 38,261 Net income $ 86,124 $ 47,331 $ 33,864 Granite’s interest in affiliates’ net income $ 25,748 $ 13,571 $ 12,586 11. Property and Equipment, net The following table presents the major classes of assets and total accumulated depreciation and depletion: (in thousands) December 31, 2023 December 31, 2022 Equipment and vehicles $ 1,140,195 $ 994,602 Quarry property 251,922 219,843 Land and land improvements 105,872 105,733 Buildings and leasehold improvements 102,676 103,658 Office furniture and equipment 72,098 82,465 Property and equipment 1,672,763 1,506,301 Less: accumulated depreciation and depletion 1,009,899 997,091 Property and equipment, net $ 662,864 $ 509,210 Depreciation and depletion expense primarily included in cost of revenue in our consolidated statements of operations was $ 89.2 million, $ 79.5 million and $ 97.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. As discussed in Note 1, we have asset retirement obligations, which are liabilities associated with our legally required obligations to reclaim owned and leased quarry property and related facilities. As of December 31, 2023 and 2022, $ 5.8 million and $ 1.8 million, respectively, of our asset retirement obligations were included in accrued expenses and other F-30 Table o f C o n t e n t s current liabilities and $ 32.7 million and $ 27.4 million, respectively, were included in other long-term liabilities in the consolidated balance sheets. Of the amount included in other long-term liabilities as of December 31, 2023, $ 4.8 million is expected to be settled in 2025, $ 1.6 million in 2026, $ 6.3 million in 2027, $ 1.4 million in 2028 and the remaining $ 18.6 million is expected to be settled thereafter. The following table summarizes the asset retirement obligation balances for the periods presented (in thousands): Years Ended December 31, 2023 2022 Beginning balance $ 29,190 $ 24,950 Acquisition additions 6,422 — Revisions to estimates 1,726 4,904 Liabilities settled ( 371 ) ( 2,015 ) Accretion 1,562 1,351 Ending balance $ 38,529 $ 29,190 12. Intangible Assets Indefinite-lived Intangible Assets Indefinite-lived intangible assets primarily consist of goodwill. The following table presents the goodwill balance by reportable segment: (in thousands) December 31, 2023 December 31, 2022 Construction $ 130,569 $ 71,757 Materials 24,435 1,946 Total goodwill $ 155,004 $ 73,703 Amortized Intangible Assets As of December 31, 2023 and 2022, net amortized intangible assets were $ 117.2 million and $ 9.1 million, respectively, net of accumulated amortization of $ 24.8 million and $ 24.1 million, respectively. The intangible assets balances in the consolidated balance sheets as of December 31, 2023 and 2022 also included an immaterial amount of indefinite-lived intangible assets. The increase in the 2023 amortized intangible assets balance was primarily related to the LRC/MSG acquisition (see Note 2) which contributed $ 110.7 million of amortized intangible assets. Of this, $ 83.9 million were customer relationship intangibles. The net amortization expense related to amortized intangible assets for each of the years ended December 31, 2023, 2022 and 2021 was $ 2.3 million, $ 2.0 million and $ 10.1 million, respectively, and was primarily included in cost of revenue in the consolidated statements of operations. Amortization expense based on the amortized intangible assets balance at December 31, 2023 is expected to be $ 14.3 million in 2024, $ 7.1 million in 2025, $ 7.1 million in 2026, $ 6.7 million in 2027, $ 6.5 million in 2028 and $ 75.4 million thereafter. F-31 Table o f C o n t e n t s 13. Accrued Expenses and Other Current Liabilities (in thousands) December 31, 2023 December 31, 2022 Accrued insurance $ 81,936 $ 78,427 Deficits in unconsolidated construction joint ventures 14,921 13,989 Payroll and related employee benefits 105,418 80,910 Performance guarantees 57,849 64,703 Short-term lease liabilities 16,826 18,662 Other 60,790 31,778 Total $ 337,740 $ 288,469 Other includes dividends payable, warranty reserves, asset retirement obligations, remediation reserves, the LRC/MSG tax make-whole liability (see Note 2) and other miscellaneous accruals, none of which are greater than 5% of total current liabilities. 14. Long-Term Debt (in thousands) December 31, 2023 December 31, 2022 3.75 % Convertible Notes $ 373,750 $ — 2.75 % Convertible Notes 31,338 230,000 Credit Agreement - Term Loan 150,000 — Credit Agreement - Revolver 100,000 50,000 Debt issuance costs and other ( 375 ) 8,381 Total debt $ 654,713 $ 288,381 Less: current maturities 39,932 1,447 Total long-term debt $ 614,781 $ 286,934 The aggregate minimum principal maturities of long-term debt related to balances at December 31, 2023, excluding debt issuance costs, and including current maturities are as follows: $ 40.3 million in 2024; $ 8.6 million in 2025; $ 14.3 million in 2026; $ 227.5 million in 2027 and $ 373.8 million in 2028. Credit Agreement During the first half of 2022, we prepaid 100 % of our outstanding term loan and replaced the Third Amended and Restated Credit Agreement dated May 31, 2018 with the Fourth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) maturing June 2, 2027. The Credit Agreement consisted of a $ 350.0 million senior secured, five-year revolving credit facility (the “Revolver”), including an accordion feature allowing us to increase borrowings up to the greater of (a) $ 200.0 million and (b) 100 % of twelve-month trailing EBITDA, subject to lender approval. The Credit Agreement included a $ 150.0 million sublimit for letters of credit ($ 75.0 million for financial letters of credit) and a $ 20.0 million sublimit for swingline loans. In May 2023, we entered into Amendment No. 1 to the Credit Agreement ("Amendment No. 1"). Amendment No. 1 amended the Credit Agreement to, among other things, permit us to exchange our 2.75 % Convertible Notes for cash and shares of our common stock and to clarify that (i) the issuance of the 3.75 % Convertible Notes was permitted under the terms of the Credit Agreement and (ii) that a Swap Contract (as defined in the Credit Agreement) does not include any Permitted Call Spread Transaction (as defined in the Credit Agreement). In November 2023, we entered into Amendment No. 2 to the Credit Agreement ("Amendment No. 2") which amended it to, among other things, provide for a $ 150 million senior secured term loan (the “Term Loan”), which was fully drawn on closing to fund the LRC/MSG acquisition. Borrowings under the Term Loan bear interest at term Secured Overnight Financing Rate (“SOFR”) with an interest period of one, three or six months (at our option), or such other period that is twelve months or less and consented to by all lenders subject to a credit spread adjustment of 0.1 % for one-month and three-month daily simple SOFR and term SOFR and 0.25 % for six-month term SOFR, or a base rate (at our option), in each case, plus an applicable margin of between 1.25 % and 2.25 % for term SOFR loans and 0.25 % and 1.25 % for base rate loans, in each case, based on the our Consolidated Leverage Ratio (as defined in our Credit Agreement). The Term Loan will mature on June 2, 2027 and will amortize 5 % per year payable in quarterly installments beginning in the first quarter of 2024. F-32 Table o f C o n t e n t s We may borrow on the Revolver, at our option, at either (a) the SOFR term rate plus a credit adjustment spread plus applicable margin ranging from 1.0 % to 2.0 %, or (b) a base rate plus an applicable margin ranging from 0.0 % to 1.0 %. The applicable margin is based on our Consolidated Leverage Ratio (as defined in our Credit Agreement), calculated quarterly. As of December 31, 2023, the total unused availability under the Revolver was $ 230.7 million, resulting from $ 19.3 million in issued and outstanding letters of credit and $ 100.0 million drawn under the Revolver. The letters of credit had expiration dates between June 2024 and December 2027. 3.75 % Convertible Notes On May 11, 2023, we issued $ 373.8 million aggregate principal amount of our 3.75 % Convertible Notes. The 3.75 % Convertible Notes bear interest at a rate of 3.75 % per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023 and mature on May 15, 2028, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding November 15, 2027, the 3.75 % Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 3.75 % Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate applicable to the 3.75 % Convertible Notes is 21.6807 shares of Granite common stock per $1,000 principal amount of the 3.75 % Convertible Notes, which is equivalent to an initial conversion price of approximately $ 46.12 per share of Granite common stock, subject to adjustment if certain events occur. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Granite common stock or a combination of cash and shares of Granite common stock, at our election. In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.75 % Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.75 % Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 3.75 % Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.75 % Convertible Notes occur prior to the maturity date of the 3.75 % Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.75 % Convertible Notes in connection with such event or notice of redemption. We will not be able to redeem the 3.75 % Convertible Notes prior to May 20, 2026. On or after May 20, 2026, we have the option to redeem for cash all or any portion of the 3.75 % Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 3.75 % Convertible Notes to be redeemed, plus any accrued but unpaid interest to, but excluding, the redemption date. The indenture governing the 3.75 % Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.75 % Convertible Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the 3.75 % Convertible Notes then outstanding may declare the 3.75 % Convertible Notes due and payable immediately. The net proceeds from the sale of the 3.75 % Convertible Notes were approximately $ 364.4 million after deducting the initial purchasers’ discount. We used approximately $ 53.0 million of the net proceeds from the offering to pay the cost of the Capped Call Transactions (as described below). In addition, we used approximately $ 198.8 million of the net proceeds and issued 1,390,500 shares of Granite common stock in exchange for approximately $ 198.7 million aggregate principal amount of our 2.75 % Convertible Notes concurrent with the offering in separate and individually negotiated transactions (the "Exchange Transaction"). In connection with the Exchange Transaction, we entered into partial unwind agreements (the “Unwind Agreements”) with certain financial institutions to unwind a portion of the convertible note hedge and warrant transactions entered into in connection with the offering of the 2.75 % Convertible Notes (the “Unwind Transactions”). Pursuant to the Unwind Agreements, we received 1,390,516 shares of our common stock (and cash in lieu of any fractional shares) in respect of the unwind of the portion of the existing convertible note hedge transactions that correspond to the 2.75 % Convertible Notes that were exchanged in the Exchange Transaction described above and paid $ 13.2 million in cash in respect of the unwind of the portion of the existing warrant transactions that correspond to the 2.75 % Convertible Notes that were exchanged in the Exchange Transaction described above. Capped Call Transactions In May 2023, we entered into capped call transactions (the "Capped Call Transactions") in connection with the offering of the 3.75 % Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 3.75 % Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.75 % Convertible Notes, as the case may be. If, however, the market price F-33 Table o f C o n t e n t s per share of our common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price ($ 79.83 ) of the Capped Call Transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions. 2.75 % Convertible Notes The 2.75 % Convertible Notes were issued in November 2019 in an aggregate principal amount of $ 230.0 million, with an interest rate of 2.75 % and a maturity date of November 1, 2024, unless earlier converted, redeemed or repurchased. The 2.75 % Convertible Notes are convertible at the option of the holders prior to the close of business on the business day before May 1, 2024 only during certain periods and upon the occurrence of certain events. After May 1, 2024, the 2.75 % Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate applicable to the 2.75 % Convertible Notes is 31.7776 shares of Granite common stock per $1,000 principal amount of 2.75 % Convertible Notes, which is equivalent to a conversion price of approximately $ 31.47 per share of Granite common stock. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Granite common stock or a combination of cash and shares of Granite common stock, at our election. In addition, upon the occurrence of a “make-whole fundamental change” as defined in the indenture governing the 2.75 % Convertible Notes prior to the maturity date of the 2.75 % Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2.75 % Convertible Notes in connection with such a make-whole fundamental change or notice of redemption. We have the option to redeem for cash all or any portion of the 2.75 % Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 2.75 % Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a “fundamental change” as defined in the indenture governing the 2.75 % Convertible Notes, holders may require us to repurchase for cash all or any portion of their 2.75 % Convertible Notes at a price equal to 100 % of the principal amount of the 2.75 % Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The indenture governing the 2.75 % Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 2.75 % Convertible Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, then the trustee or the holders of at least 25 % in aggregate principal amount of the 2.75 % Convertible Notes then outstanding may declare the notes due and payable immediately. Real Estate Indebtedness Our unconsolidated investments in real estate entities are subject to mortgage indebtedness. This indebtedness is non-recourse to Granite but is recourse to the real estate entity. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate project as it progresses through acquisition, entitlement and development. Modification of these terms may include changes in loan-to-value ratios requiring the real estate entity to repay portions of the debt. The debt associated with our unconsolidated non-construction entities is disclosed in Note 10. Covenants and Events of Default Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 2.75 % Convertible Notes and 3.75 % Convertible Notes are governed by the terms and conditions of their respective indentures. Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 2.75 % Convertible Notes, our 3.75 % Convertible Notes or our Credit Agreement would constitute an event of default under the 2.75 % Convertible Notes indenture, the 3.75 % Convertible Note indenture or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any collateral securing the obligations under such facility. A default under the 2.75 % Convertible Notes indenture or the 3.75 % Convertible Notes indenture could result in acceleration of the maturity of the notes. The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio. As of December 31, 2023, we were in compliance with all covenants contained in the Credit Agreement. We are not aware of any non-compliance by any of our unconsolidated real estate entities with the covenants contained in their debt agreements. F-34 Table o f C o n t e n t s Debt Issuance Costs During the year ended December 31, 2023, we capitalized $ 10.9 million in third party offering costs related to the issuance of the 3.75 % Convertible Notes and the Term Loan. These debt issuance costs will be amortized over the expected life of the 3.75 % Convertible Notes and the Term Loan, respectively. During the years ended December 31, 2023, 2022 and 2021, we recorded $ 3.5 million, $ 2.5 million and $ 3.2 million, respectively, of amortization related to debt issuance costs. The year ended December 31, 2023 includes $ 1.7 million of accelerated amortization of debt issuance costs associated with the 2.75 % Convertible Notes that were repaid and are included in the loss on debt extinguishment. 15. Leases We have leases for office and shop space, as well as for equipment primarily utilized in our construction projects. As of December 31, 2023, our lease contracts were primarily classified as operating leases and had terms ranging from month-to-month to 31 years. As of December 31, 2023 and 2022, right of use assets and long term lease liabilities were separately presented and short term lease liabilities of $ 16.8 million and $ 18.6 million, respectively, were included in accrued expenses and other current liabilities in our consolidated balance sheets. As of December 31, 2023, we had no lease contracts that had not yet commenced but created significant rights and obligations. Lease expense was $ 21.4 million, $ 21.9 million, $ 22.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022 our weighted-average remaining lease term was 9.39 years and 4.28 years, respectively, and the weighted-average discount rate was 4.92 % and 3.85 %, respectively. As of December 31, 2023, the lease liability is equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on our secured debt, using one maturity discount rate that is updated quarterly, as it is not materially different than the discount rates applied to each of the leases in the portfolio. The following table summarizes the maturities of our undiscounted lease liabilities outstanding as of December 31, 2023 (in thousands): 2024 $ 21,094 2025 16,314 2026 14,070 2027 10,849 2028 6,718 Thereafter 41,569 Total future minimum lease payments $ 110,614 Less: imputed interest ( 30,240 ) Total $ 80,374 Royalties Excluded from the table above are minimum royalty requirements under all contracts, primarily quarry property, in effect at December 31, 2023 which are payable as follows: $ 1.9 million in 2024; $ 1.3 million in 2025; $ 1.3 million in 2026; $ 0.9 million in 2027; $ 0.9 million in 2028; and $ 6.3 million thereafter. 16. Employee Benefit Plans Profit Sharing and 401(k) Plan: The Profit Sharing and 401(k) Plan (the “401(k) Plan”) is a defined contribution plan covering all employees except employees covered by collective bargaining agreements and certain employees of our CCJVs. Our 401(k) matching contributions can be up to 6 % of an employee’s gross pay at the discretion of the Board of Directors. Our 401(k) matching contributions to the 401(k) Plan for the years ended December 31, 2023, 2022 and 2021 were $ 18.6 million, $ 17.7 million, and $ 19.1 million, respectively. Profit sharing contributions from us may be made to the 401(k) Plan in an amount determined by the Board of Directors. We made no profit sharing contributions during the years ended December 31, 2023, 2022 and 2021. Non-Qualified Deferred Compensation Plan : We offer a Non-Qualified Deferred Compensation Plan (“NQDC Plan”) to a select group of our highly compensated employees and non-employee directors. The NQDC Plan provides participants the opportunity to defer payment of certain compensation as defined in the NQDC Plan. Our NQDC Plan obligations are funded through a Rabbi Trust which was fully funded as of December 31, 2023. The assets held by the Rabbi Trust at F-35 Table o f C o n t e n t s December 31, 2023 and 2022 are substantially in the form of Company-owned life insurance and are included in other noncurrent assets in the consolidated balance sheets. As of December 31, 2023, there were 66 active participants in the NQDC Plan. NQDC Plan obligations were $ 25.2 million and $ 23.1 million as of December 31, 2023 and 2022, respectively, and were primarily included in other long-term liabilities in the consolidated balance sheets. In addition, we had supplemental retirement benefits of $ 3.7 million and $ 3.7 million in other long-term liabilities in the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Our significant obligations related to the NQDC Plan are $ 3.1 million in 2024, $ 2.2 million in 2025, $ 1.9 million in 2026, $ 1.5 million in 2027, $ 1.5 million in 2028 and $ 15.0 million thereafter. Multi-employer Pension Plans : As of December 31, 2023, three of our wholly-owned subsidiaries, Granite Construction Company, Layne Christensen Company and Granite Industrial, Inc. contribute to various multi-employer pension plans on behalf of union employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects: • Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If we chose to stop participating in some of the multi-employer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The following table presents our participation in these plans (dollars in thousands): Pension Protection Act (“PPA”) Certified Zone Status (1) Contributions Pension Trust Fund Pension Plan Employer Identification Number 2023 2022 FIP / RP Status Pending / Implemented (2) 2023 2022 2021 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (3) Operating Engineers Pension Trust Fund 95-6032478 Green Yellow No $ 5,357 $ 4,768 $ 5,266 No 6/30/2025 Locals 302 and 612 IUOE-Employers Construction Industry Retirement Plan 91-6028571 Green Green No 6,520 5,204 4,744 No 5/31/2024 5/31/2025 3/31/2026 Pension Trust Fund for Operating Engineers 94-6090764 Yellow Yellow Yes 10,434 9,783 10,095 No 6/30/2024 10/31/2024 3/31/2025 3/31/2026 6/30/2026 9/30/2026 3/31/2027 All other funds ( 48 as of December 31, 2023) 20,466 18,270 21,517 Total contributions: $ 42,777 $ 38,025 $ 41,622 (1) The most recent PPA zone status available in 2023 and 2022 is for the plan’s year-end during 2022 and 2021, respectively. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. (2) The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. (3) Lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension trust funds with a range of expiration dates have various collective bargaining agreements. Based upon the most recently available annual reports, our contribution to each of the individually significant plans listed in the table above was less than 5% of each plan’s total contributions. We currently have no intention of withdrawing from any of the multi-employer pension plans in which we participate that would result in a significant withdrawal liability. In addition, we do not have any significant future obligations or funding requirements related to these plans other than the ongoing contributions that are paid as hours are worked by plan participants. F-36 Table o f C o n t e n t s 17. Shareholders’ Equity Stock-based Compensation: On June 2, 2021, our stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), which replaced the Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) and no further awards may be granted under the 2012 Plan. The 2021 Plan provides for the issuance of restricted stock, RSUs and stock options to eligible employees and to members of our Board of Directors. A total of 2,507,814 shares of our common stock were reserved for issuance under the 2021 Plan of which 1,940,149 remained available as of December 31, 2023. During the years ended December 31, 2023, 2022 and 2021, we did not grant any stock options or restricted stock awards and as of December 31, 2023, there were no stock options or restricted stock awards outstanding. Restricted Stock Units: RSUs are issued for compensatory purposes. RSU stock compensation cost is measured at our common stock’s fair value based on the market price at the date of grant. We recognize stock compensation cost only for RSUs that we estimate will ultimately vest. We estimate the number of shares that will ultimately vest at each grant date based on our historical experience and adjust stock compensation cost based on changes in those estimates over time. RSU stock compensation cost is recognized ratably over the shorter of the vesting period (generally ranging from immediate vesting to three years ) or the period from grant date to the first date after the holder reaches age 62 and has completed certain specified years of service, when all RSUs become fully vested. Vesting of RSUs is not subject to any market or performance conditions and vesting provisions are at the discretion of the Compensation Committee. A recipient of RSUs may not sell or otherwise transfer unvested RSUs and, in the event a recipient’s employment or board service is terminated prior to the end of the vesting period, any unvested RSUs are surrendered to us, subject to limited exceptions. A summary of the changes in our RSUs during the years ended December 31, 2023, 2022 and 2021 is as follows (shares in thousands): Years Ended December 31, 2023 2022 2021 RSUs Weighted-Average Grant-Date Fair Value per RSU RSUs Weighted-Average Grant-Date Fair Value per RSU RSUs Weighted-Average Grant-Date Fair Value per RSU Outstanding, beginning balance 568 $ 31.64 553 $ 30.09 601 $ 24.96 Granted 315 40.86 311 31.70 254 40.34 Vested ( 289 ) 30.83 ( 263 ) 28.98 ( 235 ) 28.77 Forfeited ( 27 ) 36.09 ( 33 ) 28.21 ( 67 ) 22.50 Outstanding, ending balance 568 $ 37.05 568 $ 31.64 553 $ 30.09 Compensation cost related to RSUs was $ 10.5 million ($ 7.8 million net of statutory tax rate), $ 7.5 million ($ 5.6 million net of statutory tax rate), and $ 6.6 million ($ 4.9 million net of statutory tax rate) for the years ended December 31, 2023, 2022 and 2021, respectively. The grant date fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $ 8.9 million, $ 7.6 million and $ 6.8 million, respectively. As of December 31, 2023, there was $ 9.4 million of unrecognized compensation cost related to RSUs which will be recognized over a remaining weighted-average period of 1.3 years. 401(k) Plan: As of December 31, 2023, the 401(k) Plan owned 952,239 shares of our common stock. Dividends on shares held by the 401(k) Plan are charged to retained earnings and all shares held by the 401(k) Plan are treated as outstanding in computing our earnings per share. Share Repurchase Program: As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $ 300.0 million of our common stock at management’s discretion (the “2022 authorization”). As of December 31, 2023, $ 231.5 million of the 2022 authorization remained available with no purchases in 2023 and purchases of 2,298,353 shares for $ 68.5 million in 2022. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors. F-37 Table o f C o n t e n t s 18. Weighted Average Shares Outstanding and Net Income Per Share The following table presents a reconciliation of net income and the weighted average shares of common stock used in calculating basic and diluted net income per share as well as the calculation of basic and diluted net income per share. Years Ended December 31, 2023 2022 2021 Numerator Net income attributable to common shareholders for basic earnings per share $ 43,599 $ 83,302 $ 10,096 Add: Interest expense, net of tax, related to Convertible Notes (1)(2) 7,622 5,890 — Net income attributable to common shareholders for diluted earnings per share $ 51,221 $ 89,192 $ 10,096 Denominator Weighted average common shares outstanding, basic 43,879 44,485 45,788 Add: Dilutive effect of RSUs 583 532 533 Add: Dilutive effect of Convertible Notes (1)(2)(3) 8,103 7,309 1,279 Weighted average common shares outstanding, diluted 52,565 52,326 47,599 Net income per share, basic $ 0.99 $ 1.87 $ 0.22 Net income per share, diluted $ 0.97 $ 1.70 $ 0.21 (1) Beginning in 2022, with the adoption of ASU 2020-06, we have applied the if-converted method for calculating diluted earnings per share. (2) Interest expense, net of tax, related to the 2.75 % Convertible Notes of $ 2.5 million and the potential dilution from the 2.75 % Convertible Notes converting into 995,847 shares of common stock for the year ended December 31, 2023 have been excluded from the calculation of diluted earnings per share, as their inclusion would have been antidilutive. (3) In connection with the issuance of the 3.75 % Convertible Notes in May 2023, we entered into Capped Calls Transactions, which were not included for purposes of calculating the number of diluted shares outstanding at December 31, 2023, as their effect would have been anti-dilutive. 19. Income Taxes The following is a summary of income before income taxes (in thousands): Years Ended December 31, 2023 2022 2021 Domestic $ 92,552 $ 97,235 $ 13,531 Foreign ( 32,698 ) ( 5,418 ) 8,596 Total income before income taxes $ 59,854 $ 91,817 $ 22,127 F-38 Table o f C o n t e n t s The following is a summary of the provision for income taxes (in thousands): Years Ended December 31, 2023 2022 2021 Federal: Current $ 1,579 $ 255 $ 1,382 Deferred 23,331 10,326 15,022 Total federal 24,910 10,581 16,404 State: Current 3,565 5,721 ( 935 ) Deferred 1,362 ( 1,691 ) 2,652 Total state 4,927 4,030 1,717 Foreign: Current ( 1,432 ) 1,951 2,663 Deferred 1,862 ( 3,602 ) ( 1,071 ) Total foreign 430 ( 1,651 ) 1,592 Total provision for income taxes $ 30,267 $ 12,960 $ 19,713 The following is a reconciliation of our provision for income taxes based on the Federal statutory tax rate to our effective tax rate (dollars in thousands): Years Ended December 31, 2023 2022 2021 Federal statutory tax $ 12,569 21.0 % $ 19,282 21.0 % $ 4,647 21.0 % Non-deductible debt extinguishment costs 10,360 17.3 — — — — State taxes, net of federal tax benefit 5,171 8.6 2,761 3.0 1,912 8.6 Foreign taxes ( 3,473 ) ( 5.8 ) ( 2,695 ) ( 2.9 ) 1,912 8.6 Percentage depletion deduction ( 1,119 ) ( 1.9 ) ( 1,062 ) ( 1.2 ) ( 1,015 ) ( 4.6 ) Non-controlling interests 2,942 4.9 933 1.0 1,613 7.3 Nondeductible expenses 2,699 4.5 3,744 4.1 1,398 6.3 Company-owned life insurance ( 466 ) ( 0.8 ) 902 1.0 ( 736 ) ( 3.3 ) Stock-based compensation ( 685 ) ( 1.2 ) ( 330 ) ( 0.4 ) ( 664 ) ( 3.0 ) Changes in uncertain tax positions ( 96 ) ( 0.2 ) ( 54 ) ( 0.1 ) — — Change in valuation allowance, net 3,163 5.3 ( 3,212 ) ( 3.5 ) ( 518 ) ( 2.3 ) Assets held for sale — — ( 14,427 ) ( 15.7 ) 10,089 45.6 Nondeductible goodwill 945 1.6 8,212 9.0 — — Return to provision adjustments ( 1,250 ) ( 2.1 ) ( 1,102 ) ( 1.2 ) 1,153 5.2 Other ( 493 ) ( 0.8 ) 8 — ( 78 ) ( 0.3 ) Total $ 30,267 50.6 % $ 12,960 14.1 % $ 19,713 89.1 % The variance from the statutory tax rate in 2023 is due primarily to the tax expense associated with non-deductible debt extinguishment costs and state and local income taxes. F-39 Table o f C o n t e n t s The following is a summary of the deferred tax assets and liabilities: (in thousands) December 31, 2023 December 31, 2022 Long-term deferred tax assets: Receivables $ 1,328 $ 2,818 Insurance 15,018 12,575 Deferred compensation 10,424 9,432 Convertible debt - call option amortization 11,963 3,832 Accrued compensation 3,811 3,354 Other accrued liabilities 1,218 1,536 Contract income recognition 16,986 16,181 Lease liabilities 16,272 12,572 Net operating loss carryforwards 40,541 41,388 Valuation allowance ( 24,569 ) ( 19,919 ) Other 3,587 2,671 Total long-term deferred tax assets 96,579 86,440 Long-term deferred tax liabilities: Property and equipment 76,067 53,921 Right of use assets 16,041 12,202 Total long-term deferred tax liabilities 92,108 66,123 Net long-term deferred tax assets $ 4,471 $ 20,317 The following is a summary of the net operating loss carryforwards at December 31, 2023: (in thousands) Expiration Gross Carryforward Tax Effected Carryforward Federal net operating loss carryforwards N/A $ 67,827 $ 14,243 State net operating loss carryforwards 2024-2042 $ 187,314 9,458 Foreign tax loss carryforwards 2024-2042 $ 57,625 16,840 Total net operating loss carryforwards at December 31, 2023 $ 40,541 The federal, state and foreign net operating loss carryforwards above included unrecognized tax benefits taken in prior years and the net operating loss carryforward deferred tax asset is presented net of these unrecognized tax benefits in accordance with ASC Topic 740, Income Taxes . The federal and state net operating losses acquired during the Layne acquisition in 2018 are subject to Internal Revenue Code Section 382 limitations and may be limited in future periods and a portion may expire unused. As we expect to use the federal net operating loss carryforwards prior to expiration we believe that it is more likely than not that these deferred tax assets will be realized and no valuation allowance was deemed necessary. We have provided a valuation allowance on the net operating loss deferred tax asset or the net deferred tax assets for certain foreign, state and local jurisdictions because we do not believe it is more likely than not that they will be realized. The following is a summary of the change in valuation allowance: (in thousands) December 31, 2023 December 31, 2022 Beginning balance $ 19,919 $ 26,533 Additions (deductions), net 4,650 ( 6,614 ) Ending balance $ 24,569 $ 19,919 The change in the valuation allowance in 2023 is mainly due to the increase in losses and other net deferred tax assets associated with our foreign operations which we do not believe are more likely than not to be used in future years. We intend to indefinitely reinvest certain earnings of our foreign subsidiaries and affiliates. There are generally no federal income taxes on dividends from foreign subsidiaries therefore we would only be subject to other taxes, such as withholding F-40 Table o f C o n t e n t s and local taxes, upon distribution of these earnings. We have $ 51.6 million of accumulated undistributed earnings that we consider indefinitely reinvested as of December 31, 2023. It is not practicable to determine the amount of taxes that would be payable upon remittance of these earnings. Deferred foreign withholding taxes have been provided on undistributed earnings of certain foreign subsidiaries and foreign affiliates where the earnings are not considered to be invested indefinitely. Uncertain tax positions: We file income tax returns in the U.S. and various state and local jurisdictions. We are currently under examination by various state taxing authorities for various tax years. We do not anticipate that any of these audits will result in a material change in our financial position. We are no longer subject to U.S. federal examinations by tax authorities for years before 2017. With few exceptions, as of December 31, 2023, we are no longer subject to state examinations by taxing authorities for years before 2017. We file income tax returns in foreign jurisdictions where we operate. The returns are subject to examination which may be ongoing at any point in time and tax liabilities are recorded based on estimates of additional taxes which will be due upon settlement of those examinations. The tax years subject to examination by foreign tax authorities vary by jurisdiction, but generally we are no longer subject to examinations by taxing authorities for years before 2016. We had approximately $ 22.6 million and $ 22.8 million of total gross unrecognized tax benefits as of December 31, 2023 and 2022, respectively. There were approximately $ 5.5 million of unrecognized tax benefits that would affect the effective tax rate in any future period at both December 31, 2023 and 2022. It is reasonably possible that our unrecognized tax benefit could decrease by approximately $ 1.5 million in 2024, of which $ 1.3 million would impact our effective tax rate in 2024. The decrease relates to anticipated statute expirations and anticipated resolution of outstanding unrecognized tax benefits. The following is a tabular reconciliation of unrecognized tax benefits (in thousands). The balances in the reconciliation are the gross amounts before considering reductions related to available net operating losses. The balance of unrecognized tax benefits net of available net operating losses is included in other long-term liabilities and accrued expenses and other current liabilities in the consolidated balance sheets: December 31, 2023 2022 2021 Beginning balance $ 22,756 $ 22,724 $ 23,320 Gross increases – current period tax positions — — — Gross decreases – current period tax positions — — — Gross increases – prior period tax positions — — — Gross decreases – prior period tax positions 77 ( 426 ) ( 9 ) Settlements with taxing authorities/lapse of statute of limitations ( 242 ) ( 60 ) ( 69 ) Reclassification of balances from (to) held for sale — 518 ( 518 ) Ending balance $ 22,591 $ 22,756 $ 22,724 20. Contingencies - Legal Proceedings Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded in the consolidated balance sheets. It is possible that future developments in our legal proceedings and inquiries could require us to (i) adjust or reverse existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations and/or cash flows in any particular reporting period. In addition, disclosure is required when a material loss is probable but not reasonably estimable, a material loss is reasonably possible but not probable, or when it is reasonably possible that the amount of a loss will exceed the amount recorded. The total liabilities for legal proceedings were immaterial as of December 31, 2023 and 2022. The total range of possible loss related to (i) matters considered reasonably possible, and (ii) reasonably possible amounts in excess of accrued losses recorded for probable loss contingencies, including those related to liquidated damages, could have a material impact on our consolidated financial statements if they become probable and the reasonably estimable amount is determined. Ordinary Course Legal Proceedings In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or F-41 Table o f C o n t e n t s materials provided, the various outcomes of which often cannot be predicted with certainty. For information on our accounting policies regarding affirmative claims and back charges that we are party to in the ordinary course of business, see Note 1. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes which often cannot be predicted with certainty. Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed. Salesforce Tower Matter Our wholly-owned subsidiary, Layne Christensen Company ("Layne"), was a subcontractor on the foundation for the Salesforce Tower office building in San Francisco in 2013 and 2014. Certain anomalies were discovered in March 2014 in the foundation’s structural concrete, which were remediated by the general contractor during 2015. Layne assigned any insurance claims it may have had under the project’s builder’s risk insurance policy to the general contractor. During 2014, the project owner and the general contractor submitted a claim to the project’s builder’s risk insurers to cover the cost of remedial work and related damages. The claim was denied by the builder’s risk insurers. The project owner and the general contractor subsequently filed a legal proceeding against the insurers seeking coverage under the builder’s risk insurance policy, which proceeding was then transferred by agreement to arbitration. On July 20, 2021, we were informed of an arbitration award denying insurance coverage for claims related to the remedial measures undertaken by the general contractor of the Salesforce Tower and related damages. On February 3, 2022 , a lawsuit titled Steadfast Insurance Company ( “ Steadfast ” ), a subrogee of Clark/Hathaway Dinwiddie, a Joint Venture ( “ CHDJV ” ) v. Layne Christensen Company ( “ Layne ” ) , was filed in the Superior Court of the State of California, County of San Francisco, seeking damages of approximately $ 70.0 million for costs incurred by Steadfast on behalf of CHDJV to cure Layne’s allegedly defective work on the foundation of the Salesforce Tower. On February 4, 2022, CHDJV submitted an arbitration demand with the American Arbitration Association against Granite Construction Incorporated seeking to recover approximately $ 30.0 million for costs incurred by CHDJV to cure Layne’s allegedly defective work on the foundation of the Salesforce Tower. CHDJV subsequently dismissed Granite and added Layne as a respondent to the arbitration. On May 6, 2022, CHDJV consolidated its claims with those of Steadfast and joined as a plaintiff in the Steadfast lawsuit, and on May 16, 2022, the arbitration was stayed. The parties attended mediation on August 4, 2023, and, on October 11, 2023, entered into a settlement agreement to resolve the matters in the Steadfast lawsuit and arbitration. Pursuant to the terms of the settlement agreement, Steadfast and CHDJV agreed to release the Company and Layne from any and all claims, rights, causes of action, liabilities, actions, suits, damages or demands of any kind whatsoever, that arose out of or are based upon or related to the facts alleged in the Steadfast lawsuit and arbitration. The settlement agreement contained no admission of liability, wrongdoing or responsibility by any of the parties. The settlement amount was paid on December 8, 2023 and on December 19, 2023 the Steadfast lawsuit and arbitration were dismissed with prejudice. We recorded a pre-tax charge of $ 20.0 million, net of insurance recovery, which is reflected in other costs on the condensed consolidated statements of operations for the year ended December 31, 2023. 21. Reportable Segment Information Our reportable segments are the same as our operating segments and correspond with how our CODM regularly reviews financial information to allocate resources and assess performance. Our reportable segments are: Construction and Materials. The Construction segment focuses on construction and rehabilitation of roads, pavement preservation, bridges, rail lines, airports, marine ports, dams, reservoirs, aqueducts, infrastructure and site development for use by the general public and water-related construction for municipal agencies, commercial water suppliers, industrial facilities and energy companies. It also provides construction of various complex projects including infrastructure / site development, mining, public safety, tunnel, solar, battery storage and other power-related projects. The Materials segment focuses on production of aggregates, asphalt concrete, liquid asphalt and recycled materials production for internal use in our construction projects and for sale to third parties. F-42 Table o f C o n t e n t s The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies (see Note 1). We evaluate segment performance based on gross profit, and do not include selling, general and administrative expenses or non-operating income or expense. Segment assets include property and equipment, intangibles, goodwill, inventory and equity in construction joint ventures. Summarized segment information is as follows (in thousands): Years Ended December 31, Construction Materials Total 2023 Total revenue from reportable segments $ 2,992,254 $ 717,369 $ 3,709,623 Elimination of intersegment revenue — ( 200,485 ) $ ( 200,485 ) Revenue from external customers $ 2,992,254 $ 516,884 $ 3,509,138 Gross profit $ 325,055 $ 71,344 $ 396,399 Depreciation, depletion and amortization $ 43,828 $ 29,718 $ 73,546 Segment assets as of period end $ 598,078 $ 539,071 $ 1,137,149 2022 Total revenue from reportable segments $ 2,803,935 $ 671,428 $ 3,475,363 Elimination of intersegment revenue — ( 174,107 ) $ ( 174,107 ) Revenue from external customers $ 2,803,935 $ 497,321 $ 3,301,256 Gross profit $ 303,881 $ 65,613 $ 369,494 Depreciation, depletion and amortization $ 41,836 $ 26,500 $ 68,336 Segment assets as of period end $ 432,868 $ 364,336 $ 797,204 2021 Total revenue from reportable segments $ 3,076,190 $ 587,600 $ 3,663,790 Elimination of intersegment revenue — ( 161,925 ) $ ( 161,925 ) Revenue from external customers $ 3,076,190 $ 425,675 $ 3,501,865 Gross profit $ 303,228 $ 59,417 $ 362,645 Depreciation, depletion and amortization $ 71,106 $ 26,130 $ 97,236 As of December 31, 2023, 2022 and 2021 segment assets included $ 25.1 million, $ 4.7 million and $ 10.3 million, respectively, of property and equipment located in foreign countries (primarily Canada and Mexico). During the years ended December 31, 2023, 2022 and 2021 less than 5 % of our revenue was derived from foreign operations. A reconciliation of segment gross profit to consolidated income before income taxes is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Total gross profit from reportable segments $ 396,399 $ 369,494 $ 362,645 Selling, general and administrative expenses 294,466 272,610 303,015 Other costs, net 50,217 24,120 101,351 Gain on sales of property and equipment, net ( 28,346 ) ( 12,617 ) ( 66,439 ) Total other (income) expense, net 20,208 ( 6,436 ) 2,591 Income before income taxes $ 59,854 $ 91,817 $ 22,127 F-43 Table o f C o n t e n t s A reconciliation of segment assets to consolidated total assets is as follows: (in thousands) December 31, 2023 December 31, 2022 Total assets for reportable segments $ 1,137,149 $ 797,204 Assets not allocated to segments: Cash and cash equivalents 417,663 293,991 Receivables, net 598,705 463,987 Other current assets, excluding segment assets 316,552 280,014 Property and equipment, net, excluding segment assets 72,709 64,851 Short-term and long-term marketable securities 35,863 65,943 Investments in affiliates 92,910 80,725 Right of use assets 78,176 49,079 Deferred income taxes, net 8,179 22,208 Other noncurrent assets 55,634 49,931 Consolidated total assets $ 2,813,540 $ 2,167,933 F-44