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May 2, 2022
Ronald Ballschmiede
Chief Financial Officer
STERLING CONSTRUCTION CO INC
1800 Hughes Landing Blvd
The Woodlands, Texas 77380
Re:STERLING CONSTRUCTION CO INC
Form 8-K filed on March 1, 2022
Form 10-K/A as of December 31, 2021
Filed on March 24, 2022
File No. 001-31993
Dear Mr. Ballschmiede:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed on March 1, 2022
General
1.We note your reconciliation of Company Adjusted Net Income to the most directly
comparable GAAP measure which appears to be in the form of a full non-GAAP income
statement. Please revise your presentation to instead provide separate reconciliation from
the most directly comparable GAAP measure, which appears to be Net income. Refer
to Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
2.We note you provided 2022 outlook and outlook ranges for certain non-GAAP financial
measures. In future filings, please provide the reconciliations required by Item 10(e)(1)(i)
of Regulation S-K. To the extent you are relying on the “unreasonable efforts” exception
in Item 10(e)(1)(i)(B), please explain why that would be the case given your 4th Quarter

 FirstName LastNameRonald Ballschmiede
 Comapany NameSTERLING CONSTRUCTION CO INC
 May 2, 2022 Page 2
 FirstName LastName
Ronald Ballschmiede
STERLING CONSTRUCTION CO INC
May 2, 2022
Page 2
and Full Year Earnings Call presentation includes certain 2022 modeling considerations
that would appear to allow for the ability to provide such reconciliation to the nearest
GAAP outlook ranges. Reference is made to Question 102.10 of the Division’s
Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
Form 10-K/A filed on March 24, 2022
3. Acquisitions, page 45
3.Please disclose a qualitative description of the factors that make up the goodwill and the
amount of goodwill that is expected to be deductible for tax purposes related to the Petillo
acquisition.   See ASC 805-30-50-1(a) and ASC 805-30-50-1(d).
17. Retirement Benefits
Multi-Employer Pension Plans, page 59
4.Please disclose for each period presented whether your total contributions represent more
than five percent of total contributions to the plan as indicated in the plan’s most recently
available annual report. Please also disclose the specific year-end date of the plan to which
the annual report relates. Refer to ASC 715-80-50-5(e)(2).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction